CUSTOMER DEPENDENCIES Sample Clauses
The CUSTOMER DEPENDENCIES clause defines the specific responsibilities or actions that the customer must fulfill to enable the service provider to perform their obligations under the agreement. This may include providing necessary information, access to facilities, timely approvals, or other resources required for the project or service delivery. By clearly outlining these dependencies, the clause ensures that both parties understand what is needed from the customer to avoid delays or disputes, thereby facilitating smooth project execution and managing expectations.
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CUSTOMER DEPENDENCIES. 1.1 The Service Provider's sole and exclusive remedy for the Customer failing to meet any of its Customer Dependencies is set out in this clause 21 and the Service Provider shall not be entitled to sue the Customer for breach of contract or terminate the Agreement due to a failure of the Customer to meet the Customer Dependencies.
1.2 The Service Provider shall be excused from failures to perform its obligations under this Agreement if the Customer delays or fails to provide the Customer Dependencies but only:
1.1.1 to the extent that such failure causes Service Provider's failure to perform;
1.1.2 provided that such acts or omissions are not undertaken by the Customer at the Service Provider's direction or with the Service Provider's written consent;
1.1.3 provided that the Service Provider gives the Customer prompt written notice of the Customer's failure to perform the Customer Dependencies; and
1.1.4 provided the Service Provider uses Commercially Reasonable Efforts to mitigate the adverse consequences of the Customer's failure and continues to provide the Services.
1.3 Provided the Service Provider has complied with the obligations set out in clause 21.2 and has obtained the Customer's prior written approval, the Service Provider will be entitled to receive a reasonable adjustment in the timeframes set out in the schedule to deliver and reimbursement of its reasonable, demonstrable, unavoidable costs incurred directly as a result of the Customer's failure to perform the relevant Customer Dependency (with such costs being calculated by reference to the time spent and the Rate Card).
1.4 The Service Provider shall only be entitled to relief under this clause 21 from the date on which it notifies the Customer in accordance with clause 21.2.3.
CUSTOMER DEPENDENCIES. Entrust has a number of interdependent contracts and agreements, the Customer shall comply with interdependencies, Entrust will try to specify and advise as to the provision of such dependencies, but in any event the Customer will co-operate and work with Entrust to facilitate all reasonable requests made in-relation to the interdependencies and/or are essential to Entrust in providing the Services in a timely and complete manner.
CUSTOMER DEPENDENCIES. The Customer shall perform or procure the performance of the Customer Dependencies in a manner which ensures Darktrace is not delayed from performing its obligations in accordance with this Agreement. During the Subscription Period, Customer will be liable for the cost of any changes that may be required to the Offering due to the Customer making a material change to their network. To the extent that the Customer's delay or failure to comply with a Customer Dependency does or may cause Darktrace to miss any timeframe for the performance of an obligation, Darktrace shall be entitled to an extension of time equivalent to the delay caused by the failure of the Customer Dependency.
CUSTOMER DEPENDENCIES. 12.1 The Customer, at no cost to the Supplier, shall:
(a) provide all information, assistance and access to appropriately experienced and skilled personnel as may be necessary on a timely basis to assist the Supplier to perform the Services;
(b) perform each of its responsibilities set out in the Project Plan and elsewhere in this Agreement in accordance with the timescales set out in the Project Plan or as otherwise specified in this Agreement;
(c) comply with the Customer Dependencies;
(d) comply with all reasonable instructions and directions of the Supplier in connection with Supplier’s performance of the Services;
(e) ensure that all written information given by it to the Supplier is accurate and comprehensive when given and remains so in all material respects; and
(f) obtain and maintain in full force all necessary consents, approvals, authorisations, licences and permissions which are required to enable the Customer to perform its obligations under this Agreement and/or under Applicable Law.
12.2 The Supplier shall not be in breach of this Agreement or be treated as having committed a Service Level Failure if, and to the extent that, the Supplier's failure is caused by a Customer Dependency Failure.
12.3 The Supplier shall be entitled to charge the Customer for all costs and expenses (including the cost of wasted resource based on the Supplier’s standard rate card for such resource) arising from a Customer Dependency Failure and shall be entitled to charge the Customer for all additional work effort required to deliver the Services in accordance with the Project Plan notwithstanding a Customer Dependency Failure. The parties (each acting reasonably) shall agree such extension of time as may be reasonable in the circumstances and shall make any consequential revisions to the applicable Milestone Dates and the Project Plan.
CUSTOMER DEPENDENCIES. 10.1 The Customer acknowledges that failure to fulfil any Customer Dependencies in the manner and timescales required under the MSA from time to time may prejudice Redcentric’s ability to meet its obligations under the MSA. The Customer therefore agrees that Redcentric shall not be liable for any failure by Redcentric to perform its obligations under the MSA to the extent caused by the Customer’s failure to ensure that all Customer Dependencies are fulfilled in the manner and timescales required by the MSA. Any obligation of Redcentric which is prejudiced by the Customer’s failure to ensure that the all Customer Dependencies are fulfilled in the manner and timescales required by the MSA shall be deemed extended by a reasonable time.
10.2 If as a result of the Customer’s failure to ensure that all the Customer Dependencies are fulfilled in the manner and timescales required by the MSA Redcentric spends any additional time or incurs any additional costs, it shall be entitled to invoice the Customer for those costs and that time at the Professional Services Rates.
10.3 The Customer shall at all times cooperate (and procure that the Beneficiaries cooperate) with Redcentric in connection with the provision of the Services.
10.4 Notwithstanding any other term of the MSA, Redcentric will not be in breach of the MSA to the extent its failure to perform or delay or defect in performance of its obligations under this MSA arises as a result of:
(a) any breach by the Customer of its obligations contained in the MSA; or
(b) Redcentric relying on any incomplete or inaccurate data provided by, or complying with any instruction or request made by, the Customer, a Beneficiary and/or any of their respective employees or representatives.
CUSTOMER DEPENDENCIES. 4.1. Customer will take all reasonable steps to ensure the health and safety of any Capita personnel carrying out the Professional Services while they are at Customer’s premises.
4.2. The provision of the Professional Services is dependent upon Customer, at all times and in a timely manner:
4.2.1. supplying a qualified project manager to represent Customer and co‐operate and work with Capita during the entire Professional Services engagement;
4.2.2. providing Capita personnel with access to the Site(s) and such Customer Systems and technical services as they may reasonably require for the performance of the Professional Services;
4.2.3. ensuring that Capita has such access to and full co‐operation of the technical and managerial personnel of Customer and any applicable third parties who have the appropriate skill, experience and knowledge as Capita may reasonably require;
4.2.4. providing Capita with information, specifications or instructions of sufficient detail, accuracy and completeness as are reasonably required by Capita;
4.2.5. ensuring that any equipment, operating systems and other software (excluding the Product(s)) which Capita is requested by Customer to use or modify and any material or information provided to Capita is either owned by Customer or that Customer has all necessary rights to authorise Capita to use or modify it; and
4.2.6. performing any additional obligations or dependencies specified in the Product Order.
CUSTOMER DEPENDENCIES. The Customer shall perform or procure the performance of the Customer Dependencies in a manner which ensures Darktrace is not delayed from performing its obligations in accordance with this Agreement. At all times during the Subscription Period, the Customer shall ensure that it does not make any material changes to its network without first notifying Darktrace of such changes and agreeing any resulting changes to the Fees.
CUSTOMER DEPENDENCIES. Customer agrees and undertakes to:
(a) do all things necessary to enable ▇▇▇▇ to perform its obligations under this Agreement including performing any works, providing any equipment or connecting any services as reasonably required by ▇▇▇▇ from time to time;
(b) provide ▇▇▇▇ and its Personnel with access to the Customer's premises, the Customer Environment, and the Customer's Personnel as and when reasonably requested by ▇▇▇▇;
(c) provide ▇▇▇▇ with all information and documentation as reasonably requested by, or as otherwise necessary for ▇▇▇▇;
(d) co-operate with ▇▇▇▇'▇ reasonable investigations of outages, security problems and any suspected breach of this Agreement; and
(e) implement and incorporate any recommended changes in respect of the Customer Environment which ▇▇▇▇ reasonably requires to ensure the effective and timely provision of the Services.
CUSTOMER DEPENDENCIES. To the extent specified in a SOW, Provider’s ability to provide a Deliverable or other element of the Services may be dependent upon Customer’s provision of information or other Customer Materials to Provider (each, a “Dependency”). Provider will notify Customer in the event the Services may be delayed due to Customer’s failure to provide a Dependency when required by the SOW.
CUSTOMER DEPENDENCIES. 5.1 Buyer shall complete the following actions (each a “Dependency”):
(A) To enable optimal access and use of Services, Buyer may install and use certain Software in connection with Buyer's use of the Service. The number of copies of the Software Buyer will be permitted to use or the number of devices on which Buyer will be permitted to use the Software will be as described in the Online Services Terms in the product specific license terms for the Online Service. Supplier may check the version of the Software Buyer is using and recommend or download updates, with or without notice, to Buyer's devices. Failure to install updates may affect Buyer's ability to use certain functions of the Online Service. Buyer must uninstall the Software when the right to use it ends. Supplier may also disable it at that time.
(B) Buyer may use the Services only in accordance with this Call Off Contract. Buyer may not reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent that applicable law permits it despite these limitations. Buyer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters the use of the Service. Buyer may not rent, lease, lend, resell, transfer, or sublicense the Service or any portion thereof to or for third parties.
(C) Buyer is responsible for their use of the Services in accordance with this Call Off Contract. For example, Buyer will ensure end users comply with the Acceptable Use Policy (Attachment 3 to this SOW).
(D) ▇▇▇▇▇ is solely responsible for the content of all Buyer Data. Buyer will secure and maintain all rights in Buyer Data necessary for Supplier to provide the Services to Buyer without violating the rights of any third party or otherwise obligating Supplier to the Buyer or to any third party. Supplier does not and will not assume any obligations with respect to Buyer Data or Buyer’s use of the Online Services other than as expressly set forth in this Call Off Contract or as required by applicable law.
(E) Buyer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with use of the Services. Buyer must promptly notify Supplier about any possible misuse of accounts or authentication credentials or any security incident related to the Services.
(F) ▇▇▇▇▇'s use of the Services shall be lawful and comply with the Acceptable Use Policy of the Supplier and all applicable laws and regulations
(G...