Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU with: 3.1.1 all necessary co-operation and assistance in relation to this Agreement; 3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and 3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement. 3.2 The Customer shall promptly: 3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer); 3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time; 3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services; 3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement; 3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials; 3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and 3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner. 3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises 3.4 The Customer shall comply with: 3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 4 contracts
Sources: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide the CSU withBoomerang:
3.1.1 7.1.1 with all necessary reasonable co-operation operation, information and assistance in relation to this Agreement. In particular, it will appoint a representative who shall have the authority to contractually bind the Customer on all matters relating to this Agreement and the Customer shall use reasonable endeavours to ensure the continuity of the Customer’s representative;
3.1.2 7.1.2 with all necessary access to or copies of such information as may be required by the CSU Boomerang in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 7.2 The Customer shall promptlyat all times:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 7.2.1 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that 7.2.2 comply the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;with Policies set out in this Agreement
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 7.2.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Boomerang may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.2.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and the Customer shall be responsible for any Authorised User's breach of this Agreement and/or misuse, unauthorised use and/or damage to the Services by Authorised Users.
3.3 When allowing the CSU 7.2.5 hereby grant Boomerang all licences, consents and permissions to access process, store, transmit and/or copy information and data (including Messages) as Boomerang may require from time to time in relation to performing its premises obligations in relation to this Agreement;
7.2.6 obtain and shall maintain all required and/or necessary licences, consents, and permissions that may be required for the purposes of providing Boomerang, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services. This will include Customer obtaining permissions or consents from the relevant users and/or third parties where required and complying with local laws including in relation to data protection and privacy;
7.2.7 ensure that its network and systems are fully operational and in proper working order and comply with the relevant specifications provided by Boomerang from time to time;
7.2.8 be entirely responsible for procuring and maintaining and monitoring its network connections and telecommunications links from its systems to Boomerang's data centres and networks, and all problems, conditions, delays, delivery failures and all other loss or damage arising from and/or relating to the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at Customer's network connections or telecommunications links and/or issues caused by or arising from the Customer’s premisesuse of the internet;
3.4 The 7.2.9 be responsible for all processes they build and alterations they make to the Services and shall ensure they carry out testing for bugs and fixes before using the Services as altered or the processes built by the Customer shall comply with:with their end users and customers;
3.4.1 7.2.10 be responsible for all unauthorised use made of the Messaging and for the costs incurred in respect of any specific obligations set out in spamming of a Communication Address provided by Boomerang save where such spamming or unauthorised use results from Boomerang’s default; inform Authorised Users and/or third parties that Customer is the Specific Termsprovider of the Services to them as between Boomerang and Customer, and Customer hereby agrees that Customer is solely responsible for any Messages that are originated from and/or transmitted to end users and/or third parties using the Services; and
7.2.11 endeavour not to include non-GSM encoded characters in Messages save where it is necessary to do so and acknowledges that the inclusion of non-GSM encoded characters may result in additional charges for Messages due to the fact that a single Message may only include 70 non-GSM encoded characters.
Appears in 4 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement, Software as a Service Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide the CSU shall:
(a) comply with:
3.1.1 (i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as ▇▇▇▇▇▇▇▇ shall notify to the Customer from time to time;
(b) provide ▇▇▇▇▇▇▇▇ with:
(i) all necessary co-operation and assistance in relation to this Agreement;these terms and conditions; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU ▇▇▇▇▇▇▇▇; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations with respect to its activities under this the Agreement;
3.2.5 (d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the CSU has all necessary access to Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, rights consents, and consents permissions necessary for ▇▇▇▇▇▇▇▇, its contractors and agents to use all Customer Data and all Customer Materialsperform their obligations under the Agreement, including without limitation the Services;
3.2.6 maintain complete(g) ensure that its network and systems comply with the relevant specifications provided by ▇▇▇▇▇▇▇▇ from time to time. In particular, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by ▇▇▇▇▇▇▇▇ which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by ▇▇▇▇▇▇▇▇ and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with ▇▇▇▇▇▇▇▇’▇ reasonable instructions, if any;
(j) follow any reasonable instructions given to it by ▇▇▇▇▇▇▇▇ (including Customer Datatesting with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to ▇▇▇▇▇▇▇▇’▇ support team at the number or email address provided from time to time for such purpose, providing such information as ▇▇▇▇▇▇▇▇ shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely (m) be solely responsible for procuring and efficient manner.
3.3 When allowing the CSU maintaining its network connections and telecommunications links from its systems to access its premises for the purposes of providing the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements acknowledges that apply at any ▇▇▇▇▇▇▇▇ shall provide some elements of the premises to which Services (including, for the CSU requires accessavoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer shall take agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by ▇▇▇▇▇▇▇▇ giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by ▇▇▇▇▇▇▇▇ giving no less than 30 days’ notice to the Customer); and
(c) indemnify ▇▇▇▇▇▇▇▇ against all necessary precautions to protect the health such additional fees, costs and safety and security charges as ▇▇▇▇▇▇▇▇ may incur from a relevant third party by reason of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any specific obligations set out in cancellation charges or compensation payable by ▇▇▇▇▇▇▇▇ to the Specific Terms; andrelevant third party).
Appears in 4 contracts
Sources: Terms and Conditions, Terms and Conditions, Terms and Conditions
Customer’s Obligations. 3.1 3.1. The Customer shall promptly provide is required to have and to keep installed within the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by Facility the CSU load meter indicated on their application (hereinafter “Meter”), in order to provide facilitate the Services metering of the energy absorbed by the Customer.
3.2. The Customer undertakes the obligation to pay the Consumption Bills sent by the Supplier in time, in accordance with the provisions of article 5 hereof. The Supplier may refuse to accept the Customers’ Supply Application, provided that there are arrears of the Customer towards another supplier or if the Customer fails to submit a copy of his last Clearing Consumption ▇▇▇▇, duly paid and ensure that all information which it provides the relevant proof of payment.
3.3. The Customer must notify the Supplier in writing of the Customer's intention to leave the said Facilities, at the latest thirty (30) days prior to the CSU is accurateintended departure date, adequate and complete; and
3.1.3 copies provided that the Customer does not desire amendment of all of its relevant policiesthis agreement due to relocation. In such a case, rules, procedures and quality standards (and the Supply Agreement shall inform be terminated automatically at the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to time stated in the Customer’s premisesnotification.
3.4. In case the Customer does not proceed (in due time) to the above notification, office accommodation, the Supply Agreement is considered to remain in force until the termination of the representation of the Meter and other facilities as reasonably required by the CSU to provide Customer
3.5. The Customer must notify the Services (so long as prior written consent has been sought Supplier promptly about any change in the details included in the Application.
3.6. The Customer must use the electricity supplied properly and consume it exclusively for the Facility declared in the Application and only for the declared use.
3.7. The granting of electricity from the Customer);
3.2.2 provide such access Customer to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary a third party in any way or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient mannerform is strictly prohibited.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access3.8. The Customer shall take all necessary precautions ensure his Meter's safety, taking reasonable measures to protect the health and safety and security it against interventions by third parties or damage.
3.9. The Customer ensures uninterrupted access of the CSU’s personnel whilst they are at Operator to the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in Meter and the Specific Terms; andlegibility of the Meter's indications.
Appears in 4 contracts
Sources: Electricity Supply Agreement, Electricity Supply Agreement, Electricity Supply Agreement
Customer’s Obligations. 3.1
4.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary (a) co-operation and assistance operate with the Supplier in relation all matters relating to this Agreementthe Services;
3.1.2 all necessary access (b) appoint a manager for the Services, namely its Head of Democratic Services, Governance & Partnerships. That person shall have the authority to or copies of such information as may be required by contractually bind the CSU in order Customer on matters relating to provide the Services and ensure that all information which it provides to (including by signing Change Orders);
(c) provide, for the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier, its agents agents, subcontractors, consultants and subcontractors employees, in a timely manner and at no charge, access to the Customer’s 's premises, office accommodation, equipment, data and other facilities as reasonably required by the CSU Supplier including any such access as is specified in Schedule 1;
(d) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under Schedule 1 or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;
(e) ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements; and
(f) obtain and maintain all necessary licences and consents, or where applicable pay any costs incurred by the Supplier in so doing, and comply with all relevant legislation as required to enable the Supplier to provide the Services (so long as prior written consent has been sought from including in relation to the installation of the Supplier's Equipment, the use of the Customer);
3.2.2 provide 's Equipment insofar as such access licences, consents and legislation relate to the Customer’s personnel as 's business, premises, staff and equipment, in all cases before the date on which the Services are to start.
4.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be reasonably requested allowed an extension of time to perform its obligations equal to the delay caused by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient mannerCustomer.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 4 contracts
Sources: CCTV Services Agreement, CCTV Services Agreement, CCTV Services Agreement
Customer’s Obligations. 3.1 4.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary 4.1.1 co-operation operate with the Supplier in all matters relating to the Works in conjunction with scheme rules, Planet Mark policies, processes and assistance procedures.
4.1.2 appoint a manager in relation respect of the Works to this Agreementbe performed under each Proposal, such person as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Works (including by signing Change Orders);
3.1.2 all necessary access to or copies of such information as may be required by 4.1.3 provide, for the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier, its agents agents, subcontractors, consultants and subcontractors employees, in a timely manner and at no charge, access to the Customer’s 's premises, office accommodation, data and other facilities as reasonably required by the CSU to provide the Services (so long Supplier including any such access as prior written consent has been sought from the Customer)is specified in a Proposal;
3.2.2 4.1.4 provide such access to the Customer’s personnel as may be reasonably requested Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the CSU from time to time;
3.2.3 provide all necessary Customer or a third party) required under a Proposal or otherwise reasonably requested sign-offs, approvals and instructions required by the CSU Supplier in connection with the performance ServicesWorks and ensure that they are accurate and complete;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will 4.1.5 inform the CSU Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at [any of] the Customer's premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the premises Works, it can only do so via the change control procedure set out in clause 5 (Change control);
4.1.6 ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works and conforms to all relevant United Kingdom standards or requirements;
4.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Works, including in relation to the installation of the Supplier's Equipment, the use of all Customer Materials and the use of the Customer's Equipment, in all cases before the date on which the CSU requires access. The Customer shall take all necessary precautions Works are to protect start;
4.1.8 keep, maintain and insure the health Supplier's Equipment in accordance with the Supplier's instructions from time to time and safety and security not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation; and
4.1.9 comply with any additional responsibilities of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations as set out in the Specific Terms; andrelevant Proposal.
4.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
Appears in 3 contracts
Sources: Service Agreement, Service Agreement, Service Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) an accurate, up to date and verifiable number of Authorised Users, promptly on request;
(ii) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (iii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations, including all applicable Data Protection Laws (as defined in the Data Processing Addendum) and any education and/or schools specific laws and/or regulations and obligations, with respect to its activities and in the performance of its obligations under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.
3.3 When allowing . In the CSU to access its premises for the purposes event of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at delays in the Customer’s premisesprovision of such assistance as agreed by the Parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.4 (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8.2 The Customer warrants that it has obtained and shall comply with:
3.4.1 any specific maintain all necessary licences, consents, and permissions required for the Supplier, its contractors and agents to perform their obligations set out in under this agreement, including without limitation the Specific Terms; andServices;
Appears in 3 contracts
Sources: Software as a Service Subscription Agreement, Software as a Service Subscription Terms, Software as a Service Subscription Terms
Customer’s Obligations. 3.1 8.1 In addition to the obligations The Customer shall promptly meet the responsibilities agreed by the parties in the Order Form. The Supplier shall be relieved of any obligation to provide the CSU G-Cloud Services in the event that the Customer fails to meet any of its responsibilities and the Supplier may be obliged to increase the Usage Fees to reflect any increased obligation placed upon it by such failure.
8.2 The Customer shall, and shall ensure that Authorised Users shall, at no charge to the Supplier:
a. provide the Supplier with:
3.1.1 (i) all necessary co-co- operation and assistance in relation to this Agreement;
3.1.2 (ii) all necessary access to or copies of such information complete and accurate information, systems, premises, facilities and utilities as may be required by the CSU Supplier;
(iii) all necessary assistance in a timely manner from an appropriately skilled, experienced and authorised representative, including such status update reports as the Supplier may reasonably require, in order to provide render the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance G- Cloud Services;
3.2.4 b. comply with all applicable laws and regulations with respect to its activities under or in connection with this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 c. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays, the Supplier may, at its reasonable discretion, adjust any agreed timetable or delivery schedule as reasonably necessary and make reasonable additional charges;
3.3 When allowing d. ensure that the CSU to access its premises Authorised Users use the G-Cloud Services and the Controlling Specification in accordance with the terms and conditions of this Agreement and shall be responsible for (i) any Authorised User’s breach of this Agreement and (ii) all activities carried out with an Authorised User’s password;
e. obtain, maintain and execute (as appropriate) all licences, documents, consents, and permissions necessary for the purposes Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the G-Cloud Services;
f. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
g. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to [the Supplier’s data centres], and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
h. inform the Supplier in writing if at any time during the provision of providing the G-Cloud Services, the Customer will inform notices or suspects that wrong assumptions have been made or wrong directions have been taken by the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. Supplier.
8.3 The Customer shall take comply, and shall procure that each Authorised User shall comply, with all necessary precautions minimum volume and/or Volume Capacity commitments as may be specified in the Statement of Price.
8.4 The Customer acknowledges and represents that the Transfer of Undertakings (Protection of Employment) Regulations 2006, as the same may be amended or varied (“Transfer Regulations”), do not apply to protect any use of, or provision of, the health and safety and security G-Cloud Services pursuant to this Agreement. If it is subsequently determined by a court or other tribunal of competent jurisdiction that the Transfer Regulations do apply to the G- Cloud Services and/or the manner in which they are performed by the Supplier pursuant to this Agreement and/or any employee or former employee of the CSU’s personnel whilst they are Customer or any Authorised User, the Customer shall indemnify and hold harmless the Supplier against any costs, claims, liabilities, damages, expenses and/or fines incurred by the Supplier in respect of redundancy, unfair dismissal, wrongful dismissal, breach of the Transfer Regulations or other claims relating to such employees, former employees and/or third parties. Each party agrees, at the Customerother party’s premises
3.4 The Customer shall request, to provide reasonable assistance to comply with:
3.4.1 any specific with legal obligations set out and to help the other party to mitigate its liability in the Specific Terms; andrelation to this clause.
Appears in 3 contracts
Sources: Software as a Service Agreement, Software as a Service (Saas) Agreement, Software as a Service (Saas) Agreement
Customer’s Obligations. 3.1 The Customer shall promptly shall:
(a) provide the CSU withSupplier with all necessary:
3.1.1 all necessary (i) co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 all necessary (ii) access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 (b) provide such access to personnel assistance as the Customer’s personnel as Supplier may be reasonably requested by the CSU require from time to time;
3.2.3 provide (c) appoint a Customer Service Lead (as may be updated from time to time), who shall have the authority to contractually bind the Customer on all necessary or reasonably requested sign-offsmatters relating to this agreement, approvals and instructions required by the CSU in connection with Customer shall inform the performance ServicesSupplier of the name and relevant credentials of the Customer Service Lead;
3.2.4 (d) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (e) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing (f) ensure that the CSU to access its premises GP Practices and Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any GP Practice’s or Authorised User's breach of this agreement;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for the purposes of providing Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services, ;
(h) ensure that its network and systems comply with any relevant specifications provided by the Supplier from time to time;
(i) notify the Supplier should the Customer will inform need to replace the CSU of Customer Service Lead; and
(j) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all health problems, conditions, delays, delivery failures and safety rules and regulations and any all other reasonable security requirements that apply at any of the premises loss or damage arising from or relating to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 2 contracts
Sources: Apex Services Agreement, Software as a Service Agreement
Customer’s Obligations. 3.1 5.1 The Customer shall promptly shall:
5.1.1 ensure that the terms of the Order, including information it provides in the Specification and any Service Terms, are complete and accurate;
5.1.2 co-operate with the Supplier in all matters relating to the Services;
5.1.3 provide the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier, its agents employees, agents, consultants and subcontractors subcontractors, with access to the Customer’s 's premises, office accommodation, accommodation and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)Supplier;
3.2.2 provide such 5.1.4 permit the Supplier access to the Customer’s personnel hardware and software systems as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU Supplier in connection with the performance provision of the Services;
3.2.4 5.1.5 provide a safe, suitable and secure working environment for the Supplier’s personnel at the Performance Location and shall communicate any health and safety or security policies to the Supplier, prior to the Commencement Date. The Customer shall further cooperate with any requests from the Supplier to enable the Supplier to comply with applicable health and safety legislation.
5.1.6 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all applicable laws and regulations with respect to its activities under this Agreementmaterial respects;
3.2.5 ensure that 5.1.7 prepare the CSU has all necessary access to Performance Location for the for the supply of the Services, including the provision of sufficient workstations as may be required by the Supplier;
5.1.8 obtain and maintain all necessary licences, rights permissions and consents which may be required for the Services before the date on which the Services are to use all Customer Data start;
5.1.9 keep any and all Customer materials, equipment, documents and other property of the Supplier ("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
3.2.6 maintain complete5.1.10 nominate a project coordinator of sufficient experience and ability, up to dateliaise with the Supplier’s Project Manager (see clause 3.5) as the primary point of contact thought the provision of the Services (“Project Coordinator”). The Project Coordinator shall give all instructions to the Supplier and be responsible for ensuring the Customer’s compliance with this clause 4 and in so far as possible, reproducible the Agreement and accurate backup copies the Service Schedules, as case may be.
5.1.11 comply with any Service Terms, as set out in the Service Schedules.
5.2 If the Supplier's performance of all data, programs and electronic records held any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer including or failure by the Customer Data; andto perform any relevant obligation ("Customer Default"):
3.2.7 carry 5.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
5.2.2 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to charge the Customer all and any fees set out all other responsibilities in the Service Schedules.
5.2.3 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay performing any of its obligations as set out in this Agreement in a timely and efficient manner.clause 5.2; and
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, 5.2.4 the Customer will inform shall reimburse the CSU of all health and safety rules and regulations and Supplier on written demand for any other reasonable security requirements that apply at any of costs or losses sustained or incurred by the premises to which Supplier arising directly or indirectly from the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andDefault.
Appears in 2 contracts
Sources: Services Agreement, Services Agreement
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide the CSU withshall:
3.1.1 6.1.1 provide Worktribe with all necessary necessary:
6.1.1.1 co-operation and assistance in relation to this Agreement;Agreement and any Orders; and
3.1.2 all necessary 6.1.1.2 access to or copies of such information up to date information, including Customer Data, as may be required by the CSU Worktribe. in order to provide the Services and each case in a timely manner;
6.1.2 ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to Authorised Users comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents any Acceptable Use Policy and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the CustomerUser Administration Guide(s);
3.2.2 provide 6.1.3 promptly inform Worktribe of any tax or other legal requirements in any jurisdiction that might prevent the Customer from paying any sum due under this Agreement or any Order (and where such access a restriction exists, then the Customer shall be required to take all reasonable steps to ensure Worktribe receives the Customer’s personnel as may be reasonably requested same net amounts by the CSU due date for payment as if the restriction did not exist);
6.1.4 maintain sufficient licences to any content, software or Intellectual Property Rights licensed from third parties or from Worktribe separate to this Agreement and operated using or in conjunction with the SaaS Services;
6.1.5 maintain adequate internet connections and technical capabilities to access and use the SaaS Services, as notified by Worktribe from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 6.1.6 comply with all applicable laws and regulations with respect to its activities using the SaaS Services or otherwise under this Agreement;
3.2.5 ensure that the CSU has all necessary access to Agreement and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Dataany Orders; and
3.2.7 6.1.7 carry out all other Customer responsibilities set out in this Agreement or in any Order in a timely and efficient manner. If the Customer delays in providing such assistance as may be agreed by the parties, Worktribe may adjust any timetable or delivery schedule set out in this Agreement or any Order as reasonably necessary and the Customer shall reimburse Worktribe's and any Related Person's additional costs resulting from such delay.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services6.2 Except as expressly and specifically provided in this Agreement or an Order, the Customer will inform assumes sole responsibility for results obtained from the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any use of the premises SaaS Services by the Customer, and for conclusions drawn from such use. Worktribe and/or the Related Persons shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to which Worktribe and/or the CSU requires access. The Related Persons by the Customer shall take all necessary precautions to protect in connection with the health and safety and security of SaaS Services, or any actions taken by Worktribe and/or the CSU’s personnel whilst they are Related Persons at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and's direction.
Appears in 2 contracts
Sources: Saas Agreement, Worktribe Saas Agreement
Customer’s Obligations. 3.1 The During the term of this Agreement and subject to the performance by the Company of its obligations hereunder, the Customer shall promptly provide the CSU withshall:
3.1.1 all necessary co6.1 On becoming aware of same, promptly report to the Company any defect or failure in the Services, using the designated telephone number, email-operation address or web portal as notified to the Customer on commencement of this Agreement.
6.2 Provide suitably qualified personnel for such times as may be reasonably required by the Company:
6.2.1 To give the Company information and assistance in identifying and correcting any malfunctions;
6.2.2 To receive and execute the appropriate corrective measures (or other instructions in relation to this Agreement) given by the Company;
3.1.2 6.2.3 To carry out diagnostic tests on the Equipment and Services as requested by the Company;
6.2.4 To promptly provide the Company with all necessary access to or copies of such information as that may be reasonably required by to enable the CSU in order Company to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this AgreementServices.
3.2 The Customer shall promptly:
3.2.1 allow 6.3 Allow the CSUCompany, its agents subcontractors and subcontractors agent’s proper access to the Customer’s premisespremises and a suitable, office accommodation, safe working environment during the Working Day and at other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel times as may be reasonably requested requested.
6.4 Provide and prepare a suitable place for the installation of Equipment necessary for the delivery of the Services (including availability of electrical supply and connection points) in accordance with the Company’s reasonable instructions.
6.5 In the event that the Company has to install Equipment at a third party’s site, the Customer shall seek all necessary permissions prior to the Company gaining access to the site.
6.6 Following the Company’s installation of Equipment at the Customer’s site, the Customer shall be responsible for replacing items of furniture and any necessary redecoration, save any property damage caused by the CSU from time negligence of the Company, its sub-contractors or agents.
6.7 In the event that Equipment is loaned or rented to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing to enable the CSU to access its premises for the purposes delivery of providing the Services, the Customer will inform agrees:
6.7.1 That title to the CSU Loan Equipment or Rented Equipment shall at all times remain with the Company or its supplier;
6.7.2 Not to move, modify, add to or interfere with the Loan Equipment or Rented Equipment, nor permit any third party to do the same;
6.7.3 That all instructions relating to the Loan Equipment or Rented Equipment are complied with;
6.7.4 That it shall be liable for any damage to or loss of the Loan Equipment or Rented Equipment;
6.7.5 That the Loan Equipment or Rented Equipment is adequately insured and shall, if requested, provide to the Company evidence of such;
6.7.6 To allow the Company to modify, upgrade or replace Loan Equipment or Rented Equipment as reasonably requested by the Company;
6.7.7 That on termination of this Agreement, or at any other time when reasonably requested the Loan Equipment or Rented Equipment shall be returned to the Company.
6.8 Ensure that the use of the Services complies with the acceptable use clauses set out in this Agreement.
6.9 Indemnify the Company against all health and safety rules and regulations claims made by third parties arising from faults in the Service.
6.10 Indemnify the Company against all claims for non-performance of services provided under agreements with third parties even if the Company invoices the Customer for such services.
6.11 Ensure that the existence of this Agreement does not breach the terms of any agreement made between the Customer and any other reasonable security requirements party for the supply of similar services.
6.12 Disclose to the Company any facts that apply at any are known or potential issues that are suspected which might have a material impact on the implementation of the premises Services
6.13 In the event of a failure or interruption to the Services which has been investigated and or repaired by the CSU requires access. The Company and found to be caused by the Customer shall take all necessary precautions to protect or a third party, pay any charges levied by the health and safety and security Company in respect of the CSU’s personnel whilst they are at the Customer’s premiseswork carried out.
3.4 The Customer 6.14 Warrant that it holds and shall comply withcontinue to maintain all licences, authorisations, approvals and consents:
3.4.1 6.14.1 Necessary to allow it to use the Services;
6.14.2 Necessary for any specific obligations set out in data, including documentation, software or data which may be supplied to the Specific Terms; andCompany for the purpose of assisting with the provision of the Services.
6.15 Save as provided by the Company under the terms of this Agreement, provide all equipment necessary to enable access to the Services.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary promptly co-operation and assistance operate with Panoptics in relation good faith in all matters relating to this Agreementthe Services;
3.1.2 all necessary access to or copies of 3.1.1 promptly provide such information as may reasonably be required by Panoptics in the CSU in order to provide provision of the Services and will ensure that such information is accurate in all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)material respects;
3.2.2 3.1.2 promptly provide such access to the Customer’s personnel 's premises, equipment, facilities and data as may reasonably be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by Panoptics in the CSU provision of the Services including any Customer Equipment which the Customer shall ensure is in connection with good working order and condition and is suitable for the performance provision of the Services;
3.2.4 3.1.3 obtain and maintain all necessary licences and consents and comply with all applicable laws and regulations law as required to enable Panoptics to provide the Services, including with respect to its activities under this Agreementthe Customer Materials, Customer Equipment and installation and/or use of the Panoptics Equipment (as applicable).
3.1.4 keep and maintain the Panoptics Equipment in good condition and in accordance with Panoptics’ instructions from time to time and shall not dispose of or use the Panoptics Equipment other than in accordance with Panoptics’ written instructions or authorisation;
3.2.5 ensure 3.1.5 promptly notify Panoptics if it reasonably believes or suspects that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materialswrong assumptions have been made or otherwise wrong directions have been taken by Panoptics;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall 3.1.6 take all necessary precautions reasonable steps to protect ensure the health and safety and security of the CSU’s Panoptics personnel whilst to the extent they are at the Customer’s premises;
3.4 The Customer shall 3.1.7 be responsible (at its own cost) for preparing the relevant premises for the supply of the Services;
3.1.8 comply with:
3.4.1 any specific obligations with such of Panoptics’ policies and procedures as deemed reasonably necessary by Panoptics and as set out in Schedule [X] or as may be communicated to the Specific TermsCustomer from time to time;
3.1.9 not engage in any conduct detrimental to or which may otherwise bring Panoptics into disrepute;
3.1.10 notify Panoptics in writing if the Customer suffers or is reasonably likely to suffer an event of insolvency (including bankruptcy, administration, receivership, liquidation, winding-up, voluntary arrangements or any similar event)
3.1.11 comply with its obligations pursuant to the Modern Slavery Act 2015; and
3.1.12 not engage in any activity, practice or conduct which would constitute either a UK bribery or tax evasion facilitation offence or a foreign bribery or tax evasion facilitation offence under applicable law (including the Criminal Finances Act 2017).
3.2 To the extent Panoptics' performance of its obligations under the Agreement is prevented or delayed in any way by any act or omission of the Customer or the Customer's employees, personnel, agents, sub-contractors, Panoptics is not liable for such delay or non-performance and the Customer will in all circumstances be liable to pay to Panoptics on demand all reasonable charges or losses sustained or incurred by Panoptics subject to Panoptics confirming such charges and losses to the Customer in writing.
3.3 The Customer agrees not to, without the prior written consent of Panoptics, at any time from the date of the Agreement to the expiry of six months after the completion of the Services, employ, solicit, entice away or endeavour to employ, solicit or entice away any person with whom the Customer comes into contact with during the provision of the Services, and whether such person is, or has been, engaged as an employee or sub-contractor of Panoptics.
Appears in 2 contracts
Sources: Terms and Conditions, Standard Terms and Conditions
Customer’s Obligations. 3.1 The Customer shall promptly shall:
(a) provide the CSU Ramboll with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Ramboll; in order to provide the Services Software, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Ramboll may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing (d) ensure that the CSU Authorised Users use the Software in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Ramboll, its contractors and agents to perform their obligations under this Agreement that are otherwise not already held by Ramboll;
(f) ensure that its network and systems comply with the relevant specifications provided by Ramboll from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ramboll's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) designate in writing no more than two (2) individuals who shall have the sole authority to serve as points of contact between the Customer and Ramboll;
(i) be responsible for purchasing, obtaining, managing, and maintaining access to the bandwidth and internet connectivity for all of its Authorised Users to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at Software as contemplated hereunder;
(j) complying with any of Ramboll’s reasonable policies and procedures, as Ramboll may, from time to time, reasonably adopt;
(k) be responsible for its actions, products, and services, and the premises to which content posted on or transmitted through the CSU requires accessSoftware; and
(l) training the Authorised Users on proper use of the Software and treatment of Customer Data. The Customer is further responsible for providing or obtaining the hardware at its location with which to access the Software, as contemplated hereunder. The Customer assumes full responsibility for the proper operations of any of its hardware and software, and under no circumstances shall take all necessary precautions to protect the health and safety and security Ramboll be responsible for any failures of the CSU’s personnel whilst they are at Customer owned and/or operated hardware/software. Ramboll shall not be responsible for, and may charge its then- current hourly rates for, services required as a result of the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in acts or omissions, modifications to or misuse of the Specific Terms; andSoftware.
Appears in 2 contracts
Sources: Software Supply Agreement, Software Supply Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time, including without limitation ensuring it is using an up to date web browser supported by the relevant browser provider;
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) permit the Supplier to verify the use of the Services by the Customer; and
(i) permit the Supplier in any of its business or promotional material (including its website) to identify the Customer as a customer of the Supplier during the Subscription Term and at all times thereafter.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 7.2 The Customer shall take all necessary precautions not during the Subscription Term and for a period of six months thereafter (however determined) directly or indirectly solicit, induce or endeavour to protect the health and safety and security solicit or induce any person who is an officer or an employee in any capacity whatever of the CSU’s personnel whilst they are at Supplier to cease to be employed by, to work for, or provide services to the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 Supplier, whether or not any specific obligations set out in the Specific Terms; andsuch person would by such cessation commit a breach of contract.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Customer’s Obligations. 3.1 The 10.1. Customer shall promptly provide the CSU withwarrants that it shall:
3.1.1 (a) ensure that all necessary co-operation Authorised Users are directed to, and assistance have read and understood the Privacy Policy before granting access to the Platform and/or Licensed Materials;
(b) comply with all applicable laws, regulations and binding codes of practice with respect to its activities under and in relation to connection with this Agreement;
3.1.2 (c) obtain and shall maintain all necessary access to or copies of such information as may be required by licences, consents, and permissions necessary for it to:
(i) use the CSU in order to Third-Party Platforms;
(ii) provide and/or make available the Services and ensure that all information which it provides to Customer Materials (including the CSU is accurate, adequate and completeCustomer Personal Data) under this Agreement; and
3.1.3 copies of all of (iii) connect its relevant policies, rules, procedures computing environment to the Platform or download the software onto its computing environment.
(d) ensure that its network and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to systems comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors relevant specifications necessary to access to the Customer’s premises, office accommodation, and other facilities as reasonably required Platform provided by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU Exalens from time to time;
3.2.3 provide (e) unless otherwise agreed in writing, be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Exalens’ data centres (where applicable and required for correct functioning and use of the Offering), and all necessary problems, conditions, delays, delivery failures and all other loss or reasonably requested sign-offs, approvals and instructions required damage arising from or relating to the Customer's network connections or telecommunications links or caused by the CSU in connection with the performance Servicesinternet;
3.2.4 (f) be liable for the cost of any changes that may be required to the Offering due to the Customer making a material change in their system requirements for the Platform, for example in changes to their network, the number of devices and number of device data sources being monitored by the Platform;
(g) in using the Offering or authorising third parties to use it on it on Customer’s behalf, Customer will be responsible establishing, implementing, and monitoring security practices to control and safeguard the physical to and use of the Offering and Customer Data therein;
(h) own all rights, titles, and interests in and to the Customer Data on the Platform and the contents of any Incident Alert and Endpoint Alert. In respect of any Customer Data stored on the Platform, Customer grants Exalens a limited and non-exclusive license to access and use the Customer Data only to the extent necessary for Exalens to perform Services agreed between both Parties. Customer acknowledges and agrees that Exalens may utilise the details of any Incidents, Process and Endpoint Alert analysis on the Platform that are generated as result of Customer Data stored on the Platform to develop and improve Exalens’ technology, excluding and Customer Confidential Information and/or Personal Data.
(i) comply with all applicable laws Customer responsibilities (if any) that are set out in the Support Services provided by Exalens and regulations described in Appendix 2.
10.2. Exalens or Exalens’ representatives (bound by appropriate obligations of confidentiality) shall have the right to audit and inspect the Customer’ premises (excluding the premises of third parties) to ascertain compliance with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities licensing conditions set out in this Agreement in a timely and efficient manner.Agreement, provided such an audit is carried out:
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access10.3. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at during the Customer’s premisesnormal business hours and upon not less than seven (7) Business Days’ notice;
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out 10.4. not more than once in each Contract Year (as defined in the Specific TermsOrder Form);
10.5. in a manner that causes minimal disruption to the Customer’s business and excludes from its scope any internal pricing information, information relating to other customers of the Customer or the Customer’s own internal reports; and
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms and Conditions
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
8.1.1 provide the CSU Supplier with:
3.1.1 8.1.1.1 all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 8.1.1.2 all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of 8.1.2 without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 8.1.3 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
8.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 8.1.8 ensure that all Customer developed or localised pathway content within the CSU software is appropriately approved by clinical personnel within the Customer organisation, prior to access its premises use, and is valid for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessintended purpose. The Customer shall take all necessary precautions complete a Pathway Sign-Off Form to protect provide assurance to the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premisesSupplier that this has been undertaken for each new pathway.
3.4 8.2 The Customer shall comply with:
3.4.1 any specific obligations set out own all right, title and interest in and to all of the Specific Terms; andCustomer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Appears in 2 contracts
Sources: Software as a Service Subscription Agreement, Software as a Service Customer Subscription Agreement
Customer’s Obligations. 3.1 The Customer shall promptly shall:
(a) provide the CSU Accentra with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;the Contract; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Accentra; in order to provide the Services and ensure that all information which it provides Services, including but not limited to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors security access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)information;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreementthe Contract;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement the Contract in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Accentra may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing (d) obtain and shall maintain all necessary licences, consents, and permissions necessary for Accentra, its contractors and agents to perform their obligations under the CSU Contract, including without limitation the Services;
(e) ensure that its network and systems comply with the relevant specifications provided by Accentra from time to access time;
(f) be solely responsible for procuring and maintaining its premises network connections and telecommunications links from its systems to Accentra’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(g) maintain and operate the Software in a proper and prudent manner in accordance with such advice and instructions that Accentra shall issue from time to time, and allow its use only by competent and authorized personnel;
(h) maintain a minimum of three separate sets of data backup (for use in rotation) of a standard frequency (example: alternate working days) to allow the Customer to recover the most recent data with minimum loss of staff time. This is to be checked and verified from time to time to maintain the accuracy of the data on each media;
(i) not permit any alterations in the Software, the operating instructions or the manual except under written instructions from Accentra;
(j) make available to Accentra, without charge, any information or facilities to enable Accentra to discharge its obligations under this Contract including, but not limited to, computer print-outs, photocopies of documents, provided always Accentra shall hold as confidential any such information provided by the Customer;
(k) notify Accentra of any defect or alleged defect within a period not exceeding 5 Business Days from the date the said defect becomes apparent; and
(l) be responsible for ensuring that the Software is suitable for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andpurpose intended.
Appears in 2 contracts
Customer’s Obligations. 3.1 5.1 The Customer shall promptly provide the CSU with:
3.1.1 Capdesk with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 Agreement and all necessary access to or copies of such information as may be required by the CSU in order Capdesk to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with fulfil its obligations under this Agreement.
3.2 , including granting Capdesk full and unrestricted access to Customer’s account in order to provide support or fix any errors. The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other of its responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing 5.2 The Services may enable Customer End Users to share Customer Content or invite third-party users to use and access the CSU to access its premises Services. Such third-party users may access, view, download, and share Customer Content, or receive Customer Content via email (such emails may be sent on Customer’s behalf, provided that any such emails sent on the Customer’s behalf are sent solely as required for the purposes Services to properly function in accordance with the Documentation). Customer understands and agrees that: (i) it is solely Customer’s, and its Customer End Users’, choice to share Customer Content, and consents to the Services sending any emails on its behalf; (ii) Capdesk cannot control third parties with whom Customer or Customer End Users have shared Customer Content; and (iii) Customer and/or its Customer End Users are solely responsible for their sharing of providing any Customer Content through the Services (including without limitation, where the Services send emails on the Customer’s behalf in accordance with this clause 5.2).
5.3 The Customer shall ensure that all Customer End Users use the Services strictly in accordance with the terms and conditions of this Agreement and the Terms of Use and the Customer shall be responsible for any Customer End User's breach of the same.
5.4 The Customer shall ensure that its network and systems comply with the relevant specifications provided by Capdesk from time to time necessary for the operation of the Services, and shall be solely responsible for procuring and maintaining all network connections and telecommunications links from its systems to Capdesk’s data centres. Notwithstanding clause 9.7, we encourage you to secure, protect and backup your Customer Content, and regularly archive copies of your Customer Content in a suitably secure location.
5.5 By using the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements Services, you acknowledge that apply at any you are not located in a jurisdiction where use of the premises Services and the publication and sharing of any materials via the Services is in any way illegal or restricted by applicable law. If you are located in such a jurisdiction, Capdesk will not provide you with access to which the CSU requires access. The Customer shall take all necessary precautions to protect the health Services and safety and security you should immediately discontinue your use of the CSU’s personnel whilst they Services.
5.6 Documents generated by the Services may be executed by electronic signature. You agree that any such agreements or other documents executed by you, via electronic signature, are at enforceable like any written negotiated agreement signed by you. You and the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out relevant third party are responsible for the content and execution process in the Specific Terms; andrespect of such documents.
Appears in 2 contracts
Sources: Capdesk Customer Terms and Conditions, Capdesk Customer Terms and Conditions
Customer’s Obligations. 3.1 5.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary 5.1.1 co-operation and assistance operate with the Supplier in relation all matters relating to this Agreementthe Services;
3.1.2 all necessary access to or copies of such information as may be required by 5.1.2 upon the CSU in order to provide Supplier’s request provide, for the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier, its agents agents, subcontractors, consultants and subcontractors employees, in a timely manner and at no charge, access to the Customer’s 's premises, office accommodation, data and other facilities as reasonably required by the CSU to provide Supplier including any such access as is specified in the Services (so long as prior written consent has been sought from the Customer)Commercial Sheet;
3.2.2 5.1.3 provide such access to the Customer’s personnel as may be reasonably requested Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the CSU from time to time;
3.2.3 provide all necessary Customer or third party) required under the Commercial Sheet or otherwise reasonably requested sign-offs, approvals and instructions required by the CSU Supplier in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect Services (including any information required to its activities satisfy the reporting or other obligations of the Customer under this Agreement;
3.2.5 , any Payment Scheme Rules and/or Applicable Laws), and ensure that the CSU has all necessary access to they are accurate and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take immediately notify the Supplier of any material change in such information, documents, items and/or materials, as well as any material change in the financial position of the Customer for the duration of this Agreement. The Supplier may retain such information, documents, items and/or materials as long as it may be required under the Applicable Laws or as per the contractual obligations of the Supplier. Subject to the Applicable Laws, the Supplier may use, collect and share information, documents, items and/or materials provided by the Customer with the Supplier’s Affiliates, subcontractors, Card Issuers, Payment Schemes, reference agencies, fraud prevention agencies and enforcement authorities to the extent the Supplier may reasonably consider necessary or appropriate for the provision of the Services and/or compliance with this Agreement, Applicable Laws, Payment Scheme Rules and Further Guidance. The Supplier shall not be liable to the Customer for any inaccuracy in the information provided to any third party pursuant to this sub-clause, provided that the Supplier acted in good faith;
5.1.4 ensure that all the Customer's System is in good working order and suitable for the purposes for which it is used in relation to the Services;
5.1.5 obtain and maintain for the duration of this Agreement all necessary precautions licences and consents and comply with all Applicable Laws as required to protect enable the health Supplier to provide the Services, including in relation to the use of all Customer Materials and safety and security the use of the CSU’s personnel whilst they Customer's System, in all cases before the date on which the Services are at to start;
5.1.6 ensure that it promptly complies with any minimum hardware configuration requirements specified by the Supplier for the purpose of establishing connectivity between the Customer’s premisesSystem and the Services and bear its own necessary costs of establishing that connectivity;
3.4 5.1.7 provide Supplier with the list of IDs (including Terminal IDs and Merchant IDs) of the payment terminals which will be used for the Customer’s transaction related to sale of the Products with a use of the Services hereunder (List). The List shall be provided in written or electronic form not later than the Commencement Date. In case the List is provided in electronic form, it shall be send from the Customer’s email address indicated in the Commercial Sheet. The Customer shall comply with:
3.4.1 immediately notify the Supplier of any specific obligations set out changes to the List and such List is deemed to be amended by the Parties upon receipt by the Supplier of the respective Customer’s notification send from the Customer’s email address indicated in the Specific TermsCommercial Sheet;
5.1.8 use the Services in good faith, in accordance with the terms of this Agreement, Applicable Laws, Payment Scheme Rules and Further Guidance. In particular, the Customer shall not use the Services in a manner that could result in violation of anti-money laundering, terrorist financing and similar legal and regulatory obligations;
5.1.9 comply with any technical specifications available on the Supplier Websites, which the Supplier reserves the right to modify at any time; and
5.1.10 comply with Applicable Laws and any relevant Payment Scheme Rules to which it is subject. The Customer shall not act in contravention of or cause the Supplier to act in contravention of any Payment Scheme Rules to which the Supplier is subject.
5.2 If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
5.3 When it results from the integration method, the Customer hereby acknowledges and agrees to abide by, and ensure that all equipment and software it uses in connection with the payments made by a client to the Customer with the use of the Services and the storage and/or processing of documents, records and any other data of any kind relating to the payments made by a client to the Customer with the use of the Services complies with, any payment card industry or payment application data security standards of any relevant Payment Scheme as updated from time to time (Security Standards). The Customer shall ensure that any of its agents, sub-contractors or any third parties engaged by it in relation to the payment transactions is aware of and shall comply with the terms of this clause. The Customer shall promptly on request of the Supplier or Payment Scheme or Card Issuer, provide evidence of the compliance with the Security Standards.
Appears in 2 contracts
Sources: Marketing Services Agreement, Marketing Services Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(i) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (ii) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (iii) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(iv) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(v) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(vi) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(vii) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premiseslegality, reliability, integrity, accuracy and quality of all such Customer Data.
3.4 8.3 The Customer shall comply withand the Customer End Users agree to abide by and are bound by the following Zoom terms and conditions, and policies:
3.4.1 (i) Zoom ▇▇▇▇ ▇▇▇▇▇://▇▇▇▇.▇▇/docs/en-us/▇▇▇▇-terms-of-service.html;
(ii) Zoom Services Description ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇.▇▇/en/services-description/;
(iii) Zoom Premier Support Terms ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇.▇▇/en/reseller-customer-premier-support-terms/;
(iv) Zoom Phone Numbering Policy ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇.▇▇/docs/doc/Zoom-Phone-Numbering-Policy.pdf;
(v) Zoom Phone Acceptable Use Policy ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇.▇▇/en/trust/zoom-phone-acceptable-use-policy/;
(vi) Zoom Contact Center Accelerable Use Policy ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇.▇▇/en/trust/contactcenter-acceptable-use-policy/
(vii) And any specific obligations set out in the Specific Terms; andother terms and policies that Zoom may add or update from time to time ▇▇▇▇▇://▇▇▇▇.▇▇/legal
Appears in 2 contracts
Sources: Managed Services Agreement, Cloud Software Agreement
Customer’s Obligations. 3.1 5.1. The Customer shall promptly provide the CSU withshall:
3.1.1 5.1.1. provide CUBE with all necessary co-co- operation and assistance in relation to this Agreement;
3.1.2 , and all necessary access to or copies of such information as may reasonably be required by the CSU CUBE in order to provide the Service, the Support Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Professional Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 5.1.2. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.; in the event of any delays in the Customer's provision of such assistance, CUBE may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 5.1.3. ensure that the CSU to access its premises Authorised Users use the Service and the Support Services in accordance with these Terms and Conditions and shall be responsible for any Authorised User’s acts or omissions in connection with the purposes of providing Service or the Support Services, including any breach of this Agreement, as if the Customer will inform same were an act or omission of the CSU Customer;
5.1.4. not access, store, distribute or transmit any Viruses or any material during the course of its use of the Service which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, facilitates illegal activity or causes damage or injury to any person or property; CUBE reserves the right, without liability or prejudice to its other obligations to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 5.1.4;
5.1.5. comply with all health Applicable Laws with respect to its activities under this Agreement and safety rules obtain and regulations shall maintain all necessary licences, consents, and permissions necessary for CUBE, its contractors and agents to perform their obligations under this Agreement;
5.1.6. be responsible for allocating passwords and permissions for access to different levels and areas of the Service and ensuring that such passwords are kept confidential and not provided to any other reasonable security requirements that apply third parties at any of time;
5.1.7. ensure that its network, hardware, web browsers and systems comply with the premises relevant specifications provided by CUBE from time to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations time including as set out in the Specific TermsDocumentation; and
5.1.8. be solely responsible for network connections or telecommunications links necessary to use the Service and the Support Services.
5.2. CUBE shall not be liable for failures or delays in providing the Service, the Support Services or the Professional Services, to the extent that such failures or delays are caused by the Customer’s acts or omissions (including failures or delays by the Customer in carrying out its obligations under this Agreement), and CUBE shall be entitled to charge additional amounts in respect of additional work necessitated by the Customer’s acts or omissions.
5.3. The Customer is entitled to request in writing to CUBE that the Service and Content to which the Agreement relates as at the Effective Date, is expanded in scope to accommodate one of, or a number of, the Additional Commercial Provisions as set out in the Order Form (“Additional Service Scope”). Customer shall make such request for the Additional Service Scope to CUBE in writing, CUBE shall respond to such request in writing either confirming or rejecting the Additional Service Scope and shall confirm the additional fees relating to the same (where applicable, such fees being calculated against any permitted increase in fees under clause 7.3) (“Additional Fees”). Upon acceptance and confirmation by CUBE to Customer of the Additional Service Scope, the provision of the Additional Service Scope shall be subject to the terms and conditions of this Agreement. The Additional Fees shall be invoiced to the Customer annually in advance on the date which CUBE agrees to provide the Additional Service Scope, however, will be pro- rated for the period calculated from the date of which the Additional Service Scope is agreed, to the next anniversary of the Effective Date.
Appears in 2 contracts
Sources: End User License Agreement, End User License Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide the CSU withshall:
3.1.1 7.1.1 provide Beacon with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 Agreement and all necessary access to or copies of such information as may be required by the CSU Beacon in order to provide the Services and ensure that Services, including providing all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies relevant Customer Data promptly on commencement of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 7.1.3 ensure that the CSU has all necessary access to Users use the Platform in accordance with this Agreement and the User Terms and shall be responsible for any User's breach of this Agreement;
7.1.4 obtain and shall maintain all necessary licences, rights consents, and consents permissions necessary for Beacon, its contractors and agents to use perform their obligations under this Agreement;
7.1.5 instruct and/or authorise its suppliers, carriers, forwarders and all other relevant parties within its supply chain to furnish Beacon with any Customer Data reasonably necessary for the provision of the Services;
7.1.6 ensure that its network and systems comply with the relevant specifications provided by Beacon from time to time; and
7.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Beacon's or its provider’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer Materials;
3.2.6 maintain complete, up acknowledges and agrees that Beacon may reference the Customer’s use of the Services in its promotional materials (including on its website and social media channels) using the Customer’s name and logo(s). Beacon shall comply with any brand usage guidelines made available to date, reproducible and accurate backup copies of all data, programs and electronic records held it by the Customer including in relation to such use. Promotional use shall not include any Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at Data or any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andConfidential Information.
Appears in 2 contracts
Sources: Terms of Service, Terms of Service
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary (a) co-operation operate with Pure IP in all matters relating to the Services and appoint the Customer’s Designated Person (in accordance with Clause 23.1), who shall have the authority to contractually bind the Customer on matters relating to the Services;
(b) permit or procure permission in a timely manner for the Pure IP Personnel to have such access to, and facilities at, the Site(s) (including, but not limited to, the Pure IP Equipment and the Customer Equipment) as Pure IP may reasonably require so as to enable Pure IP to carry out its obligations under a Contract;
(c) provide in a timely manner such information and assistance as Pure IP may reasonably require so as to enable Pure IP to carry out its obligations under the Contract, and ensure that such information is accurate in relation to this Agreementall material respects;
3.1.2 all (d) be responsible (at its own cost) for preparing the relevant Site for the supply of the Services and for providing a safe work environment for the Pure IP Personnel visiting the Customer’s Site;
(e) obtain and maintain any necessary access consents to or copies of such information as may be required by the CSU in order permit Pure IP to provide the Services including (if applicable) consents from the Customer’s Personnel and ensure that all information any call participants for any recordings to be made by Pure IP, provision of any necessary sub-licences and/or rights to use any third party software forming part of the Customer Equipment;
(f) provide any power or communications wires and cables, connectors and peripherals at the Site necessary to enable Pure IP to perform its Services;
(g) supply Pure IP with internet access as may be necessary for Pure IP to download materials which it provides are required to build, configure and test the Services or to test, diagnose and correct any fault in the Services;
(h) supply Pure IP with remote access as may be necessary for Pure IP to install, configure, test, diagnose and correct any fault in the Services;
(i) procure the co-operation of any sub-contractors to the CSU is accurate, adequate and completeCustomer if reasonably requested so to do by Pure IP; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documentsj) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to Site is prepared in accordance with generally accepted principles for installation of IT solutions and all necessary licences, rights in accordance with Pure IP’s instructions and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises is ready for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any installation of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andDeliverables.
Appears in 2 contracts
Sources: Framework Agreement, Framework Agreement
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall: provide the CSU iplicit with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU iplicit; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU iplicit to provide or monitor the Services use of the Services, including but not limited to Customer Data, security access information and configuration services; pay the Subscription Fees (so long as prior written consent has been sought from monthly, in advance) and any excess storage fees (in the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested month they are incurred) by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 direct debit; comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Dataagreement; and
3.2.7 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.
3.3 When allowing ; ensure that the CSU Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement; ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services; ensure that the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health ; obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for iplicit, its contractors and agents to protect perform their obligations under this agreement, including without limitation the health Services; ensure that its network and safety systems comply with the relevant specifications provided by iplicit be solely responsible for procuring and security of the CSUmaintaining its network connections and telecommunications links from its systems to iplicit’s personnel whilst they are at data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premisesnetwork connections or telecommunications links or caused by the internet.
3.4 The Customer shall comply with:
3.4.1 9.2 In the event of any specific obligations set out failure or delays in the Specific Terms; andCustomer’s compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of its obligations.
Appears in 2 contracts
Sources: Software Services Subscription Agreement, Software Services Subscription Agreement
Customer’s Obligations. 3.1 SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
7.1 The Customer shall promptly shall:
7.1.1 provide the CSU NetEDI with:
3.1.1 7.1.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to Agreement including providing any assistance or copies of such information as may reasonably be required by NetEDI, including in relation to the CSU diagnosis of any faults;
7.1.1.2 report faults promptly to NetEDI; and
7.1.1.3 keep backup of copies of all data, in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that 7.1.3 comply with all reasonable instructions and advice issued by NetEDI to it from time to time, including the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer MaterialsDocumentation;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 7.1.4 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, NetEDI may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 7.1.5 ensure that the CSU Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of this Agreement;
7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for NetEDI, its contractors and agents to access its premises for the purposes of providing perform their obligations under this Agreement, including without limitation the Services;
7.1.7 ensure that it allocates sufficient network, the Customer will inform the CSU of servers and systems and that they comply with any relevant specifications provided by NetEDI from time to time; and
7.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to NetEDI's data centres, and all health problems, conditions, delays, delivery failures and safety rules and regulations and any all other reasonable security requirements that apply at any of the premises loss or damage arising from or relating to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;the agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be reasonably required by the CSU Supplier, in order to provide the Services and ensure that all information which it provides to the CSU is accurateServices, adequate and complete; and
3.1.3 copies of all of its relevant policiesincluding Customer Data, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors security access to the Customer’s premises, office accommodationinformation, and other facilities as (subject to providing any confidentiality undertakings reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access ) software interfaces to the Customer’s 's other business applications;
(b) provide such personnel assistance, including the Customer Account Team and other Customer personnel, as may be reasonably requested by the CSU Supplier from time to time;
3.2.3 provide (c) appoint the Customer Support Team, who shall have the authority to contractually bind the Customer on all matters relating to the agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer Support Team, but has the right to replace them from time to time where reasonably necessary or reasonably requested sign-offs, approvals and instructions required by in the CSU in connection with interests of the performance ServicesCustomer's business;
3.2.4 (d) comply with all applicable laws and regulations with respect to its activities under this Agreementthe agreement, including those set out in clause 18;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (e) carry out all other Customer responsibilities set out in this Agreement the agreement or in the Statement of Work (as applicable) in a timely and efficient manner.
3.3 When allowing . In the CSU to access its premises for event of any delays in the purposes Customer's provision of providing such assistance as agreed by the Servicesparties, the Customer will inform the CSU of all health and safety rules and regulations and Supplier may adjust any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations timetable or delivery schedule set out in the Specific Termsagreement as reasonably necessary; and
(f) allow the Supplier to publicise the work the Supplier undertakes under the agreement for the Customer including but not limited to case studies. For the avoidance of doubt, this shall include use of any and all logo's and trademark names.
8.2 In relation to the Customer Sites:
(a) the Customer shall provide the Supplier with access to such parts of the Customer Sites as the Supplier reasonably requires for the purposes only of properly providing the Services;
(b) in the event of the expiry or termination of the agreement, the Customer shall on reasonable notice provide the Supplier with such access as the Supplier reasonably requires to comply with clause 15; and
(c) each party shall notify the other party immediately upon becoming aware of any damage caused to any property of that other party including, for the avoidance of doubt, any Customer-site Equipment.
8.3 The Customer shall indemnify, defend and hold harmless the Supplier and its Affiliates and their respective directors, officers, employees, shareholders and agents from and against all Claims asserted against, resulting to, imposed upon or incurred by the Supplier or its Affiliates or their respective directors, officers, employees, shareholders and agents by reason of or resulting from:
(a) the use of the Managed Services by the Customer, including any violation of the Acceptable Use Policy by the Customer; and
(b) any and all Claims (including Claims by governmental entities seeking to impose sanctions) related to the content of any communications transmitted via the Supplier's networks and services (except for content solely created by the Supplier) by the Customer, or any person accessing the Supplier's networks or services through such persons' account credentials.
Appears in 1 contract
Sources: Wifi as a Service Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
(a) Pay the Subscription Fees in accordance with clause 8;
(b) provide the CSU EasyLog™ with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU EasyLog™; in order to provide the Services Service, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration Service;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (d) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, EasyLog™ may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) ensure that the Authorised Users use the Service in accordance with the of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(f) ensure that all email addresses and/or mobile telephone numbers required for the operation of the Service are kept up to date and current;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for EasyLog™, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
(h) ensure that its network and systems comply with the relevant specifications provided by EasyLog™ from time to time; and
(i) be solely responsible for procuring and maintaining its own network connections and telecommunications links from its systems to the EasyLog™ Cloud, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 7.2 In relation to the CSU to access its premises for the purposes of providing the ServicesAccount Type, the Customer will inform undertakes that:
(a) the CSU maximum number of all health and safety rules and regulations and sensors that it utilises within any other reasonable security requirements that apply at any particular Account Type shall not exceed the maximum of permitted within such Account Type;
(b) each Authorised User shall keep a secure password for its use of the premises to which the CSU requires access. Service and that each Authorised User shall keep its password confidential.
7.3 The Customer shall take all necessary precautions to protect not access, store, distribute or transmit any Viruses, or any material during the health and safety and course of its use of the Service that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which might otherwise threaten or compromise the security of the CSU’s personnel whilst they are at EasyLog™ Cloud;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and EasyLog™ reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 access to any specific obligations set out in material that breaches the Specific Terms; andprovisions of this clause.
Appears in 1 contract
Sources: End User License Agreement
Customer’s Obligations. 3.1 10.1 The Customer shall promptly provide the CSU withshall:
3.1.1 10.1.1 provide Public-i with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 the Agreement and all necessary access to or copies of such information as may be required by the CSU Public-i in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Streambox Services;
3.2.4 10.1.2 without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under this the Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 10.1.3 carry out all other Customer responsibilities set out in this the Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Public-i may adjust any agreed timetable or delivery schedule as reasonably necessary;
10.1.4 ensure that the Authorised Users use the Streambox Services in accordance with the Documentation and the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
10.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Public-i, its contractors and agents to perform their obligations under the Agreement, including without limitation the Streambox Services;
10.1.6 ensure that its network and systems comply with the relevant specifications provided by Public-i from time to time; and
10.1.7 be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to data centres specified (or those used by Public-i from time to time), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 10.2 The Customer acknowledges that Public-i shall not be responsible for:
10.2.1 any loss of or damage to the CSU to access its premises for Streambox Equipment arising out of or in connection with any negligence, misuse, mishandling of the purposes of providing the Services, Streambox Equipment or otherwise caused by the Customer will inform the CSU or its officers, employees, agents and contractors; or
10.2.2 any issues regarding non-availability or malfunction of all health and safety rules and regulations and any other reasonable security requirements that apply at any third-party: (a) software (whether through planned or unplanned downtime, loss of the premises or corruption to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Termsdata or telemetry, or otherwise); and(b) services; (c) telemetry services; or (d)
Appears in 1 contract
Sources: Streambox Terms and Conditions
Customer’s Obligations. 3.1 6.1 The Customer shall promptly shall:
(a) provide the CSU CoolCare with:
3.1.1 (1) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (2) all necessary access to or copies of such information as may reasonably be required by the CSU CoolCare, in order to provide render the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(e) manage their Users’ login details and set appropriate access permissions for their Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for CoolCare, its contractors and agents to perform their obligations under this Agreement, including the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by CoolCare from time to time; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 6.2 The Customer shall take use all necessary precautions reasonable endeavours (including the use of reasonable technical and organisational security measures) to protect prevent any unauthorised access to, or use of, the health and safety and security of Services and/or the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out Documentation and, in the Specific Terms; andevent of any such unauthorised access or use, promptly notify CoolCare.
Appears in 1 contract
Sources: Software Subscription Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) (subject to clauses 7.7 and 11) all necessary access to or copies of such information as may be reasonably required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws Applicable Laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
8.3 The Supplier shall not be liable or otherwise held responsible for a failure to comply with its obligations under this agreement to the extent that such failure results from or is otherwise connected to an act and/or omission of the Customer, including without limitation, the Customer’s premises
3.4 The Customer shall failure to comply with:
3.4.1 with any specific of its obligations set out in the Specific Terms; andunder
Appears in 1 contract
Sources: Managed Service Contract
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
3.4.2 the Acceptable Use Policy.
3.5 The Customer shall be responsible for:
3.5.1 maintaining and confirming their own information governance processes and policies are adequate and will ensure CSU personnel are made aware, in advance where possible, of any impact or restriction local variations may introduce to CSU delivery of the Services;
3.5.2 maintaining as confidential the passwords issued to the Customer for access to the Customer Data within the IFRcheck+;
3.5.3 providing all relevant data in accordance with the agreed data extract schedule to populate the IFRcheck+, via a secure https secure upload mechanism, in a timely fashion. The Customer shall inform the CSU of any changes which may affect reference data, for example change of name for CCG or GP Practice.
3.6 The Customer shall use all due and proper care to ensure that the manner in which it discharges its obligations under this Agreement does not have any adverse effect on the name, reputation, image or business of the CSU.
3.7 In the event of any failure or delays in the Customer's performance of the Customer Dependencies in accordance with this Clause 3, the CSU:
3.7.1 may, where the failure relates to the Acceptable Use Policy, suspend provision of the Services and / or performance of any of its other obligations under this Agreement until the Customer has remedied such failure (including taking action to prevent a repeat of it) to the reasonable satisfaction of the CSU;
3.7.2 may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
3.7.3 shall be relieved from any liability for any failure to perform any obligation under this Agreement to the extent caused or contributed to the failure or delay of the Customer.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide the CSU withshall:
3.1.1 7.1.1 Provide the Supplier with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be reasonably required by the CSU in order for the Supplier to provide the Services BroadCare Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply 7.1.2 Comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that 7.1.3 Maintain a minimum of two trained BroadCare Administrators throughout the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materialsduration of the agreement;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and7.1.4 Comply with their responsibilities as set out in Schedule 4.
3.2.7 carry 7.1.5 Carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.
3.3 When allowing . In the CSU to access its premises for event of any delays in the purposes Customer's provision of providing such assistance as agreed by the Servicesparties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.6 Ensure that the Authorised Users are aware of, and comply with the obligations and restrictions imposed on the Customer will inform the CSU of including all health obligations and safety rules restrictions relating to record keeping, audits and regulations and any other reasonable security requirements that apply at any use of the premises to which BroadCare Services and the CSU requires access. Supplier’s Confidential Information in accordance with the terms and conditions of this agreement; and
7.1.7 The Customer shall take be liable for the acts and omissions of the Authorised Licensees as if they were its own;
7.1.8 Obtain and shall maintain all necessary precautions licences, consents, and permissions necessary for the Supplier, its contractors and agents to protect perform their obligations under this agreement;
7.1.9 Obtain and maintain any additional licences, consents and permissions necessary for Customer’s Authorised Users to use the health BroadCare Services;
7.1.10 Be solely responsible for procuring and safety maintaining its network connections and security of telecommunications links from its systems to the CSU’s personnel whilst they are at Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 1 contract
Sources: Broadcare Solution Licence Agreement
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide the CSU withshall:
3.1.1 6.1.1 provide Worktribe with all necessary necessary:
6.1.1.1 co-operation and assistance in relation to this Agreement;Agreement and any Orders; and
3.1.2 all necessary 6.1.1.2 access to or copies of such information up to date information, including Customer Data, as may be required by the CSU Worktribe, in order to provide the Services and each case in a timely manner;
6.1.2 ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to Authorised Users comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents any Acceptable Use Policy and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the CustomerUser Administration Guide(s);
3.2.2 provide 6.1.3 promptly inform Worktribe of any tax or other legal requirements in any jurisdiction that might prevent the Customer from paying any sum due under this Agreement or any Order (and where such access a restriction exists, then the Customer shall be required to take all reasonable steps to ensure Worktribe receives the Customer’s personnel as may be reasonably requested same net amounts by the CSU due date for payment as if the restriction did not exist);
6.1.4 maintain sufficient licences to any content, software or Intellectual Property Rights licensed from third parties or from Worktribe separate to this Agreement and operated using or in conjunction with the SaaS Services;
6.1.5 maintain adequate internet connections and technical capabilities to access and use the SaaS Services, as notified by Worktribe from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 6.1.6 comply with all applicable laws and regulations with respect to its activities using the SaaS Services or otherwise under this Agreement;
3.2.5 ensure that the CSU has all necessary access to Agreement and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Dataany Orders; and
3.2.7 6.1.7 carry out all other Customer responsibilities set out in this Agreement or in any Order in a timely and efficient manner. If the Customer delays in providing such assistance as may be agreed by the parties, Worktribe may adjust any timetable or delivery schedule set out in this Agreement or any Order as reasonably necessary and the Customer shall reimburse Worktribe's and any Related Person's additional costs resulting from such delay.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services6.2 Except as expressly and specifically provided in this Agreement or an Order, the Customer will inform assumes sole responsibility for results obtained from the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any use of the premises SaaS Services by the Customer, and for conclusions drawn from such use. Worktribe and/or the Related Persons shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to which Worktribe and/or the CSU requires access. The Related Persons by the Customer shall take all necessary precautions to protect in connection with the health and safety and security of SaaS Services, or any actions taken by Worktribe and/or the CSU’s personnel whilst they are Related Persons at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and's direction.
Appears in 1 contract
Sources: Saas Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Hypertune with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU ▇▇▇▇▇▇▇▇▇; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Hypertune may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Hypertune, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Hypertune from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Hypertune's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premises
3.4 The legality, reliability, integrity, accuracy and quality of all such Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andData.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide the CSU withshall:
3.1.1 7.1.1 provide Track 24 with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 Agreement and all necessary access to or copies of such information as may be required by the CSU in order Track 24 to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with fulfil its obligations under this Agreement.
3.2 , including granting Track 24 full and unrestricted access to Customer’s account in order to provide support or fix any errors. The Customer shall promptly:
3.2.1 allow be responsible for setting the CSU, access rights for each of its agents Authorised Users and subcontractors access to the Customer’s premises, office accommodationEnd Users, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 shall carry out all other of its responsibilities set out in this Agreement in a timely and efficient manner.;
3.3 When allowing 7.1.2 ensure that all its Authorised Users use the CSU Subscription Services strictly in accordance with this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
7.1.3 ensure that all its End Users comply with this Agreement and the EULA when using the Application and shall be responsible for any End User’s breach of this Agreement;
7.1.4 ensure that its network and systems comply with the relevant specifications provided by Track 24 from time to access its premises time necessary for the purposes operation of providing the ServicesService, and shall be solely responsible for procuring and maintaining all network connections and telecommunications links from its systems to Track 24’s data centres;
7.1.5 be responsible for the accuracy and completeness of any Customer Data and shall ensure it has all the necessary consents, permissions and has provided the applicable notices in relation to the Customer will inform the CSU of all health Personal Data;
7.1.6 obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for Track 24, its contractors and agents to protect perform their obligations under this Agreement, including without limitation the health Subscription Services; and
7.1.7 be, to the extent permitted by Applicable Law and safety except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and security of the CSUsecuring its network connections and telecommunications links from its systems to Track 24’s personnel whilst they are at data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 1 contract
Sources: Licence Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;MSA; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier in order for the Supplier to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; andServices.
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUMSA and applicable Service Annex, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementthe Contract;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement MSA and applicable Service Annex in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule may be adjusted as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this MSA and shall be responsible for any Authorised User's breach of this MSA and accompanying Service Annex;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this MSA, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this MSA, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premises
3.4 The legality, reliability, integrity, accuracy and quality of all such Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andData.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly and shall procure that all Authorised Users shall:
(a) provide the CSU with:
3.1.1 Supplier with all necessary co-co- operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information information, premises and systems as may be required by the CSU in order Supplier to provide perform the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient mannermanner and within any agreed timescales. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) use the Services in accordance with this Agreement and the Customer shall be responsible for any Authorised User’s breach of this Agreement;
(e) obtain and maintain all necessary licences, consents and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement; and
(f) ensure that it has all necessary internet and network communications, computer equipment and a suitable web browser required in order to access and use the Software and complies with all other technical requirements notified to it by the Supplier from time to time.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 7.2 The Customer shall take all necessary precautions to protect not, and shall not allow any Authorised User to:
(a) access, store, distribute or transmit any Viruses, or any material during the health and safety and security course of its use of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply withServices that:
3.4.1 (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or discriminatory;
(ii) facilitates or promotes illegal activity; or
(iii) causes damage or injury to any specific obligations set out person or property, and the Supplier reserves the right, without liability, to temporarily suspend access to the Services in the Specific Termsevent of a Virus being transmitted or other material security threat relating to the Services occurring, in which case, where reasonably practicable, the Supplier shall notify the Customer in advance;
(b) use the Services to send any unsolicited or unauthorised advertising or promotional material;
(c) except as expressly permitted by this Agreement and as may be allowed by any applicable law which cannot be excluded, attempt to reverse compile, disassemble or reverse engineer any part of the Software, or copy, modify, create derivative works from, transmit, or distribute all or any part of the Software and/or Documentation in any form or media;
(d) access all or any part of the Services in order to build a product or service which competes with the Services; andor
(e) license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users.
Appears in 1 contract
Sources: Software Services Agreement
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide warrants the CSU with:truth and accuracy of the information which he has provided to the Company at any time as per Offer.
3.1.1 all necessary co-operation 6.2 The Customer is obliged use the Services in accordance with the Legislation in force from time to time and assistance in relation accordance with good faith and fair dealing and is prohibited from using the Service(s) in a way that causes problems or obstacles to the provision of the services by the Company to other persons.
6.3 The Customer is obliged to permit duly authorized persons of the Company to enter the Premises and to allow them access to the electricity and telecommunications network, which is installed there, for the purposes of connecting the Service(s), maintaining or repairing the Network or of performing any other acts related to the execution of this Agreement;. The Customer must secure in time any third party consent which is required for the above said access and/or for the execution of the above mentioned works and/or other acts.
3.1.2 all necessary access to or copies 6.4 The Customer is liable, and the Company bears no responsibility, for the proper functioning of such information as may the internal network of the Premises after the Installation Point.
6.5 The Services will be required by connected and the CSU in order equipment will be installed at the Installation Point. It is the obligation of the Customer to provide appropriate space for the Services connection and to ensure that all information which it provides its safety, as well as to prepare the relevant space and to install the necessary infrastructure. Without prejudice to the CSU generality of the above, the Customer is accurateobliged to provide up to 2U Rack Space within the Customer’s working Rack at the Premises for the installation of the Company’s terminal equipment, adequate whenever this is required, and complete; and
3.1.3 copies of all of its relevant policiesalso to provide a clean route access into the Premises or into the building in which the Premises are situated, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU Company to comply deliver the coaxial cable, CAT6 and/or the fibre-optic cable at the installation point (where applicable).
6.6 The Customer is not entitled to interfere or allow or tolerate the interference in any manner with its obligations under the Network or Equipment, except as expressly provided in this Agreement.
3.2 6.7 The Customer shall promptly:immediately notify the Company in the event that he/she ceases to be in possession of the Premises.
3.2.1 allow 6.8 The Customer shall immediately inform the CSUCompany as soon as he/she becomes aware of any disruption or failure or malfunctioning of the Services, its agents by calling the assigned technical support number included in the Service Commencement Notice, which is sent after the successful installation of the Services.
6.9 The Services are provided strictly and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to solely for private use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including and they shall be used only by the Customer Data; and
3.2.7 carry out all other responsibilities set out or by persons employed by the Customer in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises Premises for the purposes of providing the ServicesCustomer’s Business. The direct or indirect supply or resale of services to third parties is strictly forbidden.
6.10 The Customer shall indemnify the Company for any amount of money, including, without limitation, any legal fees for contesting any claim or otherwise, which the Company may be obliged to pay to any person as a result of any act or omission of the Customer relating to or arising from the execution of this Agreement.
6.11 Where applicable, referring specifically to the Private Server Physical Collocation Service(s), the following supplementary terms and conditions shall apply:
(a) The Customer agrees and undertakes that all activities, including installation, operation, maintenance and repairs of his equipment will be performed by the Customer and/or by the persons he has duly authorized in a neat, responsible, safe and professional manner, using the generally accepted industry principles and in compliance with such reasonable requirements that may be imposed by the Company. In the event of any interference caused to existing equipment by the Customer's equipment, the Customer will inform agrees and undertakes to deactivate its equipment promptly and resolve the CSU interference problem before returning such equipment into service.
(b) The Customer expressly declares that he has inspected the equipment space, the cable routes within the building and the Company’s Data Center and accepts them "as is" and agrees that the Company is under no obligation to perform any additional work, or to provide any additional services or materials.
(c) Upon the expiration or earlier termination of all health this Agreement, the Customer shall remove its equipment and safety personal property from the Company’s Data Center. Any property, not so removed within thirty (30) days, may, at the Company’s choice, (i) be removed and stored or disposed of by the Company at Customer’s expense; or (ii) become the property of the Company without compensation to Customer.
(d) The Customer shall comply with the Company’s Private Server Collocation Service(s) rules and regulations when accessing the Company’s Data Center and with the General Terms and Conditions on the Provision of the Private Server Collocation Services of the Company and with any other special terms that are included in the Offer for this purpose. A copy of the said Collocation Rules and Regulations and of the General Terms and Conditions on the Provision of the Private Server Collocation Services of the Company is attached hereto as an Addendum No 1 and 2 respectively.
6.12 Where applicable, referring specifically to the Virtual Server Hosting Service, the Customer shall comply with the Virtual Server Hosting Service(s) rules and regulations and with the General Terms and Conditions on the Provision of the Virtual Server Hosting Services of the Company with any other reasonable security requirements special terms that apply at any are included in the Offer for this purpose. A copy of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health said Collocation Rules and safety Regulations and security of the CSU’s personnel whilst they are at General Terms and Conditions on the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in Provision of the Specific Terms; andVirtual Server Hosting Services of the Company is attached hereto as an Addendum No 3 and 4 respectively.
Appears in 1 contract
Sources: General Terms and Conditions for the Provision of Cablenet Business Services
Customer’s Obligations. 3.1 7.1. The Customer shall promptly provide the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform procure that each User shall):
7.1.1. report incidents with the CSU of any amendments Software or Interface(s) and request support in accordance with the SLA;
7.1.2. use the Access Details to such documentsaccess the Interface(s) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodationas directed by Peak, and shall not access the Interface(s) in any other facilities way;
7.1.3. protect and keep confidential all Access Details;
7.1.4. change any user names and passwords as reasonably required frequently as Peak deem necessary or as mandated by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU Interface(s) from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs7.1.5. choose and procure the choosing of passwords which cannot be easily guessed; and
7.1.6. prohibit unauthorised access to the Interface(s).
7.2. The Customer shall ensure that:
7.2.1. it is entitled to transfer the relevant personal data to Peak so that Peak may lawfully use, approvals process and instructions transfer the personal data in accordance with this Agreement on the Customer's behalf; and
7.2.2. the relevant third parties have been informed of, and (where necessary) have given their consent to, such use, processing, and transfer as required by the CSU Data Protection Legislation.
7.3. Where possible in connection the context of the Services and in accordance with the performance "data minimisation principle" under Data Protection Legislation, the Customer shall ensure that all personal data provided by or on behalf of the Customer shall be limited to what is necessary in order for it to receive the benefit of the Services, including by using measures such as pseudonymisation.
7.4. Each party (the "Indemnifying Party") shall indemnify the other and its affiliates and hold them harmless from all direct losses arising out of the Indemnifying Party's breach of any of its obligations in relation to the Customer Data pursuant to the Data Protection Legislation and/or under clauses 6.8.12, 7.1.3, 7.2 and 7.3 (as appropriate) provided that the Peak's liability to the Customer shall be subject to the cap set out in clause 13.5.
7.5. The Customer warrants that it shall throughout the Term:
7.5.1. have all necessary rights, permissions and consents to enter into this Agreement;
3.2.4 comply with 7.5.2. promptly furnish to Peak all applicable laws instructions, data, materials, information, input and regulations with respect assistance as required by Peak, so as to enable it to fully carry out its activities obligations under this Agreement;
3.2.5 7.5.3. ensure that the CSU has all necessary access Customer and Users and the Customer's and their customers, employees, contractors and agents co-operate with Peak and its employees, contractors and agents;
7.5.4. ensure that the Customer and Users shall comply with the reasonable requests from Peak from time to time in connection with the Licence and all necessary licences, rights the Services;
7.5.5. ensure that the Customer and consents to Users shall comply with the terms of this Agreement;
7.5.6. use all Customer Data and all Customer Materialsreasonable endeavours to prevent any unauthorised access to, or use of, the Software, the Interface(s), the Services and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify Peak;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by 7.5.7. ensure that the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing Users shall only use the CSU to access its premises for the purposes of providing Software, the Services, the Customer will inform Deliverables and the CSU Interface(s) on the Customer's own respective accounts and not as agent for any other person (whether a customer, a client or otherwise);
7.5.8. always include (or permit Peak to include), at Peak's request, a statement of all health accreditation (i.e. such statement of accreditation reasonably specified by Peak, including as to size, font and safety rules and regulations colour) and any other reasonable security requirements disclaimer stipulated by Peak in any place referring to or using the Software;
7.5.9. not knowingly make any false or misleading statements, claims or representations in relation to the Software or Peak, and shall (and shall procure that apply at any each User shall) fairly represent and display the results of the premises to which Deliverables;
7.5.10. promptly inform Peak if the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 or any specific obligations set out User discovers any errors or inaccuracies in the Specific TermsDeliverables;
7.5.11. not (and shall procure that each User shall not) use the Software, the Interface(s), the Services and/or the Deliverables in any way which may be in breach of any law, statute, regulation or bye-law or code of practice of any applicable jurisdiction; and
7.5.12. not make or give any promises, warranties, guarantees or representations to any third party concerning the Software, the Interface(s), the Services and/or the Deliverables other than those already specifically approved by Peak in writing.
Appears in 1 contract
Sources: Software License Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
a) provide the CSU Activ8 Intelligence with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Activ8 Intelligence; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU Activ8 Intelligence to provide or monitor the Services (so long as prior written consent has been sought from use of the Customer)Services, including but not limited to Customer Data, security access information and configuration services;
3.2.2 provide such access to b) pay the Customer’s personnel as may be reasonably requested Licence Fees (monthly, in advance) by the CSU from time to timedirect debit;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 c) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 d) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner;
e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement;
f) ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services;
g) obtain and shall maintain all necessary licences, consents, and permissions necessary for Activ8 Intelligence, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
h) ensure that its network and systems comply with the relevant specifications provided by Activ8 Intelligence from time to time;
i) be solely responsible for procuring and maintaining its network connections from its systems to Activ8 Intelligence’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or caused by the internet.
3.3 When allowing j) The Customer shall be solely responsible for any and all obligations with respect to the CSU accuracy, quality and legality of Customer Data.
7.2 In the event of any failure or delays in the Customer’s compliance with its obligations under this agreement, Activ8 Intelligence may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access its premises for the purposes of providing the Services, as reasonably necessary to procure compliance by the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andits obligations.
Appears in 1 contract
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) ensure that all Authorised Users undertake the required training for use of the Services and further ensure that new Authorised Users receive the required training at the Supplier’s normal rates for such training prior to being permitted to use the Services;
(f) obtain and shall maintain necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(g) ensure that its network and systems are adequate to ensure proper usage of the Services and do not include any elements such as are notified to the Customer from time to time by the Supplier; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links (GSI or successor networks and Internet) from its systems to the network as indicated as applicable to the Customer in the Service Definition, and the Customer shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 8.2 If the CSU Customer is in breach of any of its obligations in clause 8.1 above and such breach causes the Supplier additional cost or expense, then the Supplier may charge for such additional cost or expense. In particular, the Supplier may charge for any additional support required by the Customer as a result of its failure to access its premises comply with clause 8.1(e).
8.3 The Supplier shall not be liable for the purposes of providing degradation to the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at Services suffered by the Customer’s premises
3.4 The Customer failure to comply with clause 8.1(g) and in particular the Service Levels shall comply with:
3.4.1 any specific obligations set out not apply in the Specific Terms; andevent of any breach by the Customer of clause 8.1(g).
Appears in 1 contract
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall: provide the CSU iplicit with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU iplicit; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU iplicit to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services; pay the Subscription Fees (monthly, in advance) and any excess storage fees (in the month they are incurred) by direct debit and also any additional fees relating to training, consultancy and Implementation Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel per any signed Order Form or as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 mutually agreed; comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Dataagreement; and
3.2.7 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.
3.3 When allowing ; ensure that the CSU Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement; ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services; ensure that, if using the optional desktop iplicit App (which is an optional alternative method of accessing the iplicit cloud application and data to using the more commonly used browser applications), the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health ; obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for iplicit, its contractors and agents to protect perform their obligations under this agreement, including without limitation the health Services; ensure that its network and safety systems comply with the relevant specifications provided by iplicit from time to time; be solely responsible for procuring and security of the CSUmaintaining its network connections and telecommunications links from its systems to iplicit’s personnel whilst they are at data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premisesnetwork connections or telecommunications links or caused by the internet.
3.4 The Customer shall comply with:
3.4.1 9.2 In the event of any specific obligations set out failure or delays in the Specific Terms; andCustomer’s compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of its obligations.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide will: I. comply with any reasonable instructions that SAPPHIRE gives the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides Customer relating to the CSU is accurate, adequate and completeuse of the Software or the related User Manuals; and
3.1.3 copies II. provide free of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors charge suitable access to the Customer’s premises, office accommodation, and other facilities as reasonably required by premises of the CSU to provide Customer or under the Services (so long as prior written consent has been sought from control of the Customer);
3.2.2 provide such access to , its servants or agents and the Software as installed on the Customer’s personnel Designated Equipment, its terminals and PCs as may be reasonably requested by SAPPHIRE during Working Hours or as otherwise agreed; III. ensure that only trained employees (or persons under their supervision) are allowed to operate the CSU from time Software; IV. maintain a suitable internet link, as agreed by SAPPHIRE, to time;
3.2.3 provide all necessary or reasonably requested signenable the use of on-offs, approvals line fault identification and instructions required correction tools by the CSU in connection arrangement with the performance Services;
3.2.4 comply with all applicable laws Customer; V. co-ordinate calls to SAPPHIRE via an internal help desk or Customer Representative or similar arrangement to provide points of contact; VI. as soon as it is practical to do so: a) inform SAPPHIRE of any suspected error of which it becomes aware; and regulations with respect b) use reasonable endeavours to provide such further information relating to the suspected error as is available to the Customer and which SAPPHIRE may reasonably request in order to perform its activities obligations under this Agreement;
3.2.5 ensure that the CSU has all necessary ; VII. commit adequate resources and permit such access to SAPPHIRE staff and provide promptly all necessary licencesinformation and documents, rights as may be reasonably requested by SAPPHIRE to enable SAPPHIRE to perform its obligations; VIII. not engage the services of any third party to make any changes, alterations and consents amendments to use all Customer Data the Software, unless agreed in writing by SAPPHIRE, including the application of updates and all Customer Materials;
3.2.6 maintain completeupgrades and to do so will be considered a material breach of the Agreement. IX. provide suitable working area and access to the designated equipment as may be reasonably required by SAPPHIRE at no charge; X. where reasonably requested provide SAPPHIRE, up with data to dateenable SAPPHIRE accurately to emulate the Customer's IT environment, reproducible for the purpose of providing Software Support Services; and accurate backup copies XI. notify in writing at least 10 Working Days in advance of all datachanging any, programs and electronic records held by or all, of the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient mannerRepresentatives.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 1 contract
Sources: Framework Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing (d) ensure that the CSU to access its premises Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the purposes of providing Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services, ;
(f) ensure that its network and systems comply with the Customer will inform the CSU of all health relevant specifications for Supported Browsers and safety rules and regulations Internet Connectivity Speeds and any other reasonable security requirements that apply at communicated by the Supplier and updated from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) be solely responsible for vetting any Customer Approved Third Party prior to the integration of the premises to which Customer Approved Third Party in the CSU requires access. The Customer shall take Services and for all necessary precautions to protect the health acts and safety and security omissions of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific TermsApproved Third Party; and
(i) be solely responsible for checking the veracity and completeness of any information provided by a Customer Approved Third Party.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly provide hereby agrees to be bound by the CSU withterms of the End User Licence Agreement, a copy of which is set out at Schedule 5, and whose terms are hereby incorporated into this agreement.
8.2 The Customer hereby grants to the Supplier and its licensor a limited, non- exclusive, non-sublicensable, non-transferable licence to use, copy, store and display Customer Data for the purposes of providing the Services and improving and enhancing the overall user experience of the Services. The Customer additionally acknowledges that the Supplier and its licensor have the right to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer.
8.3 The Customer shall:
3.1.1 all necessary a) Provide the Supplier with: - All co-operation reasonably required in connection with this agreement; and assistance in relation - Access to this Agreement;
3.1.2 all necessary access to or copies of such information as may reasonably be required by the CSU Supplier in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; andServices;
3.1.3 copies of all of b) Without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry c) Carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
d) Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
e) Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
f) Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
g) Be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.4 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premises
3.4 The legality, reliability, integrity, accuracy and quality of all such Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andData.
Appears in 1 contract
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall:
(a) provide the CSU Iplicit with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Iplicit; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU Iplicit to provide or monitor the Services (so long as prior written consent has been sought from use of the Customer)Services, including but not limited to Customer Data, security access information and configuration services;
3.2.2 provide such access to (b) pay the Customer’s personnel as may be reasonably requested Subscription Fees (quarterly, in advance) and any excess storage fees (in the month they are incurred) by the CSU from time to timedirect debit;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (d) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.;
3.3 When allowing (e) ensure that the CSU Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement;
(f) ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services;
(g) ensure that the latest version of Iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health ;
(h) obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for Iplicit, its contractors and agents to protect perform their obligations under this agreement, including without limitation the health Services;
(i) ensure that its network and safety systems comply with the relevant specifications provided by Iplicit from time to time;
(j) be solely responsible for procuring and security of the CSUmaintaining its network connections and telecommunications links from its systems to Iplicit’s personnel whilst they are at data centres; and
(k) be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premisesnetwork connections or telecommunications links or caused by the internet.
3.4 The Customer shall comply with:
3.4.1 9.2 In the event of any specific obligations set out failure or delays in the Specific Terms; andCustomer’s compliance with its obligations under this agreement, Iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of its obligations.
Appears in 1 contract
Customer’s Obligations. 3.1 10.1 The Customer shall promptly shall:
10.1.1 provide the CSU with:
3.1.1 Supplier with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU Supplier in order to provide the Services Equipment and ensure that all information which it provides to the CSU is accurate, adequate and complete; andServices;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to 10.1.2 comply with all applicable laws;
10.1.3 carry out its obligations under this these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
10.1.4 ensure that the Authorised Users use the Services in accordance with these Terms and the Licence Agreement and shall be responsible for any Authorised User’s breach of these Terms and/or the Licence Agreement.;
3.2 The Customer 10.1.5 obtain and shall promptly:
3.2.1 allow maintain all necessary licences, consents, and permissions necessary for the CSUSupplier, its contractors and agents to perform their obligations under these Terms;
10.1.6 ensure that its network and subcontractors access to systems comply with the Customer’s premises, office accommodation, and other facilities as reasonably required relevant specifications provided by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU Supplier from time to time;
3.2.3 provide 10.1.7 be solely responsible for procuring and maintaining its network connections from the Equipment used by its Authorised Users and its systems to the Supplier’s data centres, and all necessary problems, conditions, delays, delivery failures and all other loss or reasonably requested sign-offs, approvals and instructions required damage arising from or relating to the Customer's network connections or telecommunications links or caused by the CSU internet; and
10.1.8 be solely responsible for assessing the suitability of the operating environment and connectivity for safe and proper use of the Equipment. The Supplier, insofar as is permitted at law, shall under no circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty or otherwise for loss or damage suffered in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any suitability of the premises to operating environment in which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andEquipment is used.
Appears in 1 contract
Sources: Service Agreement
Customer’s Obligations. 3.1 12.1. The Customer shall promptly shall:
12.1.1. provide the CSU with:
3.1.1 Supplier upon request from the Supplier with all necessary coco- operation information and access required for the set-operation up, provision and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies maintenance of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 12.1.2. comply with all applicable laws laws, regulations and regulations regulatory requirements with respect to its activities under this Agreement;
3.2.5 ensure that 12.1.3. not use the CSU has all necessary access Services for any fraudulent or unlawful purposes, nor allow others to and all necessary licences, rights and consents to use all Customer Data and all Customer Materialsdo so;
3.2.6 maintain complete12.1.4. comply with Supplier literature, up Supplier specifications or such reasonable operation guides or reasonable Supplier instructions related to date, reproducible and accurate backup copies of all data, programs and electronic records held the Services as may be notified by the Customer including Customer Data; andSupplier from time to time;
3.2.7 12.1.5. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays by the Customer, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 12.1.6. ensure that the CSU Authorised Users use the Services in accordance with this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
12.1.7. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to access its premises perform their obligations under this Agreement;
12.1.8. only connect to the Supplier’s network such equipment and/or networks that comply with all relevant laws, standards and regulatory requirements and in such a way as is appropriate for the purposes for which it is connected and so that it will not interfere with the Supplier’s equipment, nor the equipment of providing the Supplier’s other customers and, further, shall comply with all reasonable instructions which the Supplier may issue from time to time in relation to the Supplier’s network or in relation to the Supplier’s equipment or the Supplier’s other customers’ equipment;
12.1.9. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
12.1.10. configure, connect and design its network and IT infrastructure (including the security and integrity thereof) in accordance with recognised best practice to mitigate the risk of it being a target or a source of disruptions or network defects or attacks;
12.1.11. ensure its local computers accessing the Services have the latest security patches and up to date anti-Virus software and are secured from unauthorised access and only use its equipment in accordance with the manufacturer’s instructions and ensure its equipment is reasonably protected against fraud;
12.1.12. ensure it complies with the terms of the relevant end user license agreement for the Software; and
12.1.13. inform the Supplier immediately if it becomes aware of believe that: i) any security breach has occurred in connection with the Services, the Customer will inform the CSU of all health and safety rules and regulations and ; ii) any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at fraud has occurred in connection with the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in equipment or over the Specific Terms; andnetwork and/or;
Appears in 1 contract
Sources: Software Services Agreement
Customer’s Obligations. 3.1 9.1 The Customer customer’s main duties regarding the operation of the facilities to be serviced include, but are not limited to, using said facilities in accordance with the user manual, carrying out functional controls, replacing consumables at reasonable intervals, and cleaning the facilities to be serviced in accordance with the user manual.
9.2 The customer undertakes to maintain the facilities to be serviced properly and regularly and at its own expense and risk. This provision shall not apply if pursuant to the respective agreement ▇▇▇▇ ▇▇ is responsible for the maintenance services. The customer shall document the maintenance services carried out by it and without being requested to do so shall provide such documentation to ▇▇▇▇ ▇▇ when ▇▇▇▇ ▇▇ provides the Services.
9.3 For maintenance and other recreating work on the facilities to be serviced, the customer shall use only components produced by the original manufacturer or components of identical quality.
9.4 In the event of disturbances, the customer promptly provide shall take the CSU with:required measures to protect people and property and promptly shall notify ▇▇▇▇ ▇▇ thereof in writing. As soon as a disturbance has been identified, use of the affected facility shall be discontinued unless with the previous written consent of ▇▇▇▇ ▇▇.
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary 9.5 If Service Technicians work at the customer’s premises, the customer shall grant them access to or copies the facilities to be serviced during Regular Business Hours and shall ensure that qualified contact persons are on site while the Services are being provided. For the duration of such information as may the provision of the Services the Service Technicians shall be free to use the facilities to be serviced at their discretion and, in particular, shall not be interrupted by production activities. Moreover, pursuant to the law the Service Technicians shall be trained in a timely manner before providing the Services with respect to the applicable regulations regarding accident prevention and to any special regulations to be complied with at the customer’s site.
9.6 The customer shall warrant that the required by supply connections are available and that the CSU facilities to be serviced are shielded from other operations in order to provide a timely manner before commencement of the provision of the Services and ensure that all information which it provides to shall remain shielded for the CSU is accurate, adequate and complete; and
3.1.3 copies duration of all the provision of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this AgreementServices.
3.2 9.7 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access customer undertakes to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide back up all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU data saved in connection with the performance Services;operation of the facilities to be serviced at its own expense regularly and before commencement of the provision of the Services and to this end undertakes to deploy appropriate back-up software, and to develop and apply relevant and reasonable strategies to recover any lost data. In addition, at its own expense the customer shall take reasonable and relevant measures to keep the software for the facilities to be serviced free of viruses. To this end, the customer shall use updated virus scan software and other relevant means.
3.2.4 comply with 9.8 ▇▇▇▇ ▇▇ shall be entitled to pass on to the customer all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held additional costs caused by the Customer including Customer Data; and
3.2.7 customer, for example, if the customer fails to carry out all other responsibilities set out in this Agreement a required thorough cleaning before the Services are provided, if the customer fails to adhere to agreed upon deadlines, or if the facilities to be serviced must be made accessible because the customer fails to grant access in a timely and efficient manner.
3.3 When allowing 9.9 The customer shall notify ▇▇▇▇ ▇▇ in writing promptly and no later than before the CSU commencement of the provision of the Services of any and all changes relating to access the facilities to be serviced, to its premises operations, or to measures taken by the customer that could impair ▇▇▇▇ AG’s contractually agreed upon obligations or the safety of the Service Technicians.
9.10 The customer undertakes to provide ▇▇▇▇ ▇▇ at no cost and in a timely manner with an adequate number of those components and tools which ▇▇▇▇ ▇▇ deems to be required or reasonable to provide the respective Services including, but not limited to, for (re)commissioning or adjusting and testing the purposes facilities to be serviced both before and during the provision by ▇▇▇▇ ▇▇ of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer aforementioned components and tools shall take all necessary precautions to protect meet the health general levels of tolerance and safety and security of the CSUcustomer’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andstandards.
Appears in 1 contract
Sources: General Terms and Conditions
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) ensure that all Authorised Users undertake the required training for use of the Services and further ensure that new Authorised Users receive the required training at the Supplier’s normal rates for such training prior to being permitted to use the Services;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(g) ensure that its network and systems are adequate to ensure proper usage of the Services and do not include any elements such as are notified to the Customer from time to time by the Supplier; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the network as indicated as applicable to the Customer in the Service Definition, and the Customer shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 8.2 If the CSU Customer is in breach of any of its obligations in clause 8.1 above and such breach causes the Supplier additional cost or expense, then the Supplier may charge for such additional cost or expense. In particular, the Supplier may charge for any additional support required by the Customer as a result of its failure to access its premises comply with clause 8.1(e).
8.3 The Supplier shall not be liable for the purposes of providing degradation to the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at Services suffered by the Customer’s premises
3.4 The Customer failure to comply with clause 8.1(g) and in particular the Service Levels shall comply with:
3.4.1 any specific obligations set out not apply in the Specific Terms; andevent of any breach by the Customer of clause 8.1(g).
Appears in 1 contract
Sources: Subscription Agreement
Customer’s Obligations. 3.1 6.1. The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary co-operation 6.1.1. ensure that the terms of the Order and assistance any information it provides in relation to this Agreementthe Order are complete and accurate;
3.1.2 all necessary access to or copies 6.1.2. where the Customer uses the ▇▇▇▇▇ Portal, comply with the ▇▇▇▇▇ Portal’s terms of such information as may be required by the CSU in order to provide the Services use and ensure that all information which it provides any open recommendations or any other actions allocated to the CSU is accurate, adequate Customer in the ▇▇▇▇▇ Portal are complete and complete; andup to date;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform 6.1.3. afford the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUCompany, its agents and employees, agents, consultants, subcontractors and/or its pest control partners access to the Customer’s premises, office accommodation, Premises on Business Days between the hours of 9am and other facilities as reasonably required 6pm or a such time agreed by prior written agreement by the CSU parties to provide allow the Services (so long as prior written consent has been sought from the Customer)Service to be provided;
3.2.2 provide 6.1.4. give the Company its employees, agents, consultants and subcontractors and/or its pest control partners all such access to the Customer’s personnel information, facilities, assistance and confirmation as it may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU require in connection with the performance Servicesprovision of the Service, and ensure that such information is complete and accurate in all material respects;
3.2.4 6.1.5. prepare the Premises for the supply of the Services including where applicable in accordance with the reasonable instructions of the Company;
6.1.6. immediately inform the Company in writing of any change in use, works permit and/or any other circumstances in relation to the Premises which may affect the provision of the Service;
6.1.7. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.8. comply with all applicable laws and regulations Health and Safety standards, including, where the Customer uses the ▇▇▇▇▇ Portal, the guidance and policies included in the ▇▇▇▇▇ Portal; and
6.1.9. comply with respect any additional obligations as set out in the Order or any written communications by the Company including all recommendations made by the Company as to proofing and hygiene.
6.2. If the Company's performance of any of its activities obligations under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
6.2.1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services (including any subsequent visits/callouts to the Premises – which will incur an additional charge) until the Customer Data; andremedies the Customer Default;
3.2.7 carry out all other responsibilities 6.2.2. the Company may, in its own discretion rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations (including relief from making good any visits as a result of any such suspension);
6.2.3. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this Agreement in a timely and efficient manner.Condition 6.2; and
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, 6.2.4. the Customer will inform shall pay any Charges under the CSU of all health relevant Order where the Customer Default had occurred and safety rules and regulations and reimburse the Company on written demand for any other reasonable security requirements that apply at any of costs or losses sustained or incurred by the premises to which Company arising directly or indirectly from the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out Default, including, without limitation in the Specific Terms; andaccordance with Condition 14.3.4.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
3.4.2 the Acceptable Use Policy.
3.5 The Customer shall be responsible for:
3.5.1 maintaining and confirming their own information governance processes and policies are adequate and will ensure CSU personnel are made aware, in advance where possible, of any impact or restriction local variations may introduce to CSU delivery of the Services;
3.5.2 maintaining as confidential the passwords issued to the Customer for access to the Customer Data within the IFRcheck+;
3.5.3 providing all relevant data in accordance with the agreed data extract schedule to populate the IFRcheck+, via a secure https secure upload mechanism, in a timely fashion. The Customer shall inform the CSU of any changes which may affect reference data, for example change of name for ICB or GP Practice.
3.6 The Customer shall use all due and proper care to ensure that the manner in which it discharges its obligations under this Agreement does not have any adverse effect on the name, reputation, image or business of the CSU.
3.7 In the event of any failure or delays in the Customer's performance of the Customer Dependencies in accordance with this Clause 3, the CSU:
3.7.1 may, where the failure relates to the Acceptable Use Policy, suspend provision of the Services and / or performance of any of its other obligations under this Agreement until the Customer has remedied such failure (including taking action to prevent a repeat of it) to the reasonable satisfaction of the CSU;
3.7.2 may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
3.7.3 shall be relieved from any liability for any failure to perform any obligation under this Agreement to the extent caused or contributed to the failure or delay of the Customer.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 6.1 The Customer shall promptly shall:
6.1.1 provide the CSU Supplier with:
3.1.1 : (a) all necessary co-operation and assistance in relation to this Agreement;
3.1.2 agreement; and (b) all necessary access to or copies of such information as may be required by the CSU in order Supplier; the purpose of which is to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of 6.1.2 without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 6.1.3 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
6.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
6.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 6.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premises
3.4 The legality, reliability, integrity, accuracy and quality of all such Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andData.
Appears in 1 contract
Sources: Services Agreement
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
3.4.2 the Acceptable Use Policy.
3.5 The Customer shall be responsible for:
3.5.1 maintaining and confirming their own information governance processes and policies are adequate and will ensure CSU personnel are made aware, in advance where possible, of any impact or restriction local variations may introduce to CSU delivery of the Services;
3.5.2 maintaining as confidential the passwords issued to the Customer for access to the Customer Data within the NECS Appointment Booking System;
3.5.3 providing all relevant data in accordance with the agreed data extract schedule to populate the NECS Appointment Booking System, via a secure https secure upload mechanism, in a timely fashion. The Customer shall inform the CSU of any changes which may affect reference data, for example change of name for ICB or GP Practice.
3.6 The Customer shall use all due and proper care to ensure that the manner in which it discharges its obligations under this Agreement does not have any adverse effect on the name, reputation, image or business of the CSU.
3.7 In the event of any failure or delays in the Customer's performance of the Customer Dependencies in accordance with this Clause 3, the CSU:
3.7.1 may, where the failure relates to the Acceptable Use Policy, suspend provision of the Services and / or performance of any of its other obligations under this Agreement until the Customer has remedied such failure (including taking action to prevent a repeat of it) to the reasonable satisfaction of the CSU;
3.7.2 may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary; and
3.7.3 shall be relieved from any liability for any failure to perform any obligation under this Agreement to the extent caused or contributed to the failure or delay of the Customer.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide may not use the CSU with:SDK after completion of the Trial Period pursuant to Section 9.1 unless the parties have entered into a separate paid agreement to license the SDK for production purposes or to extend the Trial Period term.
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies 6.2 The Customer may use each of such information as may be required by the CSU in order to provide the Services and ensure that all information packages (Annex I), which it provides to can choose on the CSU is accurateorder page, adequate and complete; and
3.1.3 copies only once for the duration of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreementtesting period as per Section 9.1.
3.2 6.3 The Customer shall promptly:is prohibited from using, leasing, passing on or transferring its App with a trial license for production purposes.
3.2.1 allow 6.4 The use of the CSUSDK in the scope of services for third parties (for example, its agents in the context of audits or reviews) is not permitted.
6.5 At the end of the test period, the Customer must properly delete the test data, provide to Licensor any backup copies created, uninstall the SDK and subcontractors access to irreversibly delete any remaining software rem- nants from the Customer’s premisesIT system. At Licensor's request, office accommodationthe Customer will provide Licensor writ- ten certification that it has complied with the obligations in this Section 6.5.
6.6 Any technical implementation necessary to use the SDK, and other facilities as reasonably required by well as the CSU to provide fulfillment of system require- ments of the Services (so long as prior written consent has been sought from SDK are the Customer);
3.2.2 provide such access 's own responsibility. The Customer is obliged to adhere to the requirements of the SDK, in particular, regarding the correct technical implementation and use of the SDK. The Customer acknowledges that improper implementation and use may result in errors or defects in the functionality of the SDK or even the entire App even after the Trial Period has expired. All use of the SDK under this Agreement is at Customer’s personnel risk.
6.7 Any technical implementation as may be reasonably requested well as the fulfillment of system requirements regarding any indi- vidually agreed support services are the Customer's own responsibility. This applies in particular to such support services that the Customer would like to use via Slack.
6.8 The Customer is obliged to follow all SDK security precautions. In particular, the Customer must refrain from bypassing authentication or encryption mechanisms, performing reverse engineering (unless expressly permitted by law), or misusing SDK methods for purposes other than those inten- tionally intended by Licensor.
6.9 When using the CSU from time SDK, the Customer agrees to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to laws, including (but not limited to) copyright, trademark, and all necessary licencesother intellectual property rights of Licensor and any third party, rights privacy, and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Servicesimport/export regulations. In addition, the Customer will inform the CSU comply with all license terms of all health Open Source Software used within the SDK and safety rules and regulations and any other reasonable security requirements disclosed by Licensor. Licensor repre- sents to Customer that apply at any none of the premises to which Open Source Software made available with the CSU SDK as provided by Licensor includes or requires access. any Restricted Open Source Software.
6.10 The Customer shall take all necessary precautions is obliged to protect back up its data at regularly scheduled intervals, commensurate with the health and safety and security risk involved with the use of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andSDK.
Appears in 1 contract
Sources: Evaluation License Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
8.1.1 provide the CSU uCheck with:
3.1.1 all necessary (a) such reasonable co-operation and assistance in relation to this Agreementagreement;
3.1.2 all necessary (b) such reasonable access to or copies of such information as may reasonably be required by the CSU uCheck to carry out its obligations; and in order to provide the Services Services, including but not limited to Applicant Data and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreementconfiguration in order configuration services.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 8.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement.
8.1.3 comply with all Data Protection Regulations.
8.1.4 The Customer hereby authorises uCheck to process Applicant Data in accordance with Schedule 4;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 8.1.5 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, uCheck may adjust any agreed timetable or delivery schedule as reasonablynecessary;
8.1.6 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
8.1.7 ensure that its network, security and systems during all stages of the check comply with the relevant legislations;
8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to uCheck’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
8.1.9 if requested provide a true, complete and accurate Volume Forecast on the Commencement Date and from time to time as uCheck requires. The parties agree that uCheck will use the information provided in the Volume Forecast to calculate the relevant Application Fees. uCheck reserves the right to amend the Application Fees due if the Volume Forecast proves to be inaccurate.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 8.2 The Customer shall take be responsible for ensuring that it complies with its statutory obligations in respect of any Right to Work checks. uCheck shall not relieve the Customer from any obligations in respect of such Right to Work checks.
8.3 The Customer acknowledges that it is responsible for performing a Right to Work check for all necessary precautions employees and the Services provided by uCheck are complementary to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premisesthat obligation. Nothing in this Agreement shall transfer any statutory obligations or liability to uCheck in relation to Right to Workchecks.
3.4 8.4 The Customer shall comply with:be solely responsible for ensuring that applications are eligible for processing within 3 months of application creation date and submission for processing. In the event that such applications are not completed within the aforesaid three-month timeframe, uCheck may delete such applications from its systems in accordance with its internal data retention policy and GDPR. uCheck shall issue a refund to the Customer in respect of each cancelled application within 10 Business Days if applicable.
3.4.1 8.5 The Customer shall be solely responsible for ensuring the accuracy of all documents seen in support of the application including any specific obligations set out expiry dates or other key information within any documentation.
8.6 The Customer shall be responsible for ensuring all Applicant Data is kept up to date in accordance with all Data Protection Legislation.
8.7 It is the Specific Terms; andresponsibility of the Customer to ensure they have a written policy on the secure handling of information provided by the DBS electronically or otherwise, and make it available to individuals at the point of requesting them to complete a DBS application form or asking consent to use their information to access any service that the DBS provides.
8.8 It is the responsibility of the Customer to ensure they have a written policy on the recruitment of ex-offenders for employment in relevant positions. This should be available upon request to potential Applicants.
8.9 The Customer shall allow, subject to agreement and reasonable notice during office hours, uCheck and any auditors or approved advisers access, in order to conduct audits in accordance with the provisions of Schedule2.
8.10 uCheck will not be liable for any delays caused by the actions or inactions of the Customer.
Appears in 1 contract
Sources: Licence Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly provide undertakes to Concorde Technology Solutions throughout the CSU withterm of this Agreement to:
3.1.1 all necessary co-operation 7.1.1 Procure and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer Premises as Concorde Technology Solutions shall require to discharge its obligations.
7.1.2 be responsible for the health and safety of the Concorde Technology Solutions Personnel at the Customer Premises and will ensure that written notice of all health and safety policies and procedures pertaining to the applicable Customer Premises is provided to all Personnel attending the Customer Premises.
7.1.3 Procure and provide all precautions to protect the health & safety of the Personnel while at the Customer Premises, including where practical the presence of a Customer representative in the area where the Equipment is operating during the rendering of the Services.
7.1.4 Procure and provide a suitable and safe environment and such facilities at the Customer Premises as Concorde Technology Solutions shall require to discharge its operations (including without limitation adequate workspace, storage, electrical supplies, environmental conditions, cabling, office furniture and equipment).
7.1.5 at the request of Concorde Technology Solutions make available for the assistance of Concorde Technology Solutions in undertaking the Services all necessary documentation, information, system data and necessary assistance relating to the Services or Required to perform the Services and provide staff familiar with the Customer’s personnel programs and/or applications and/or requirements of the Services, which staff will fully co-operate with the Personnel to enable the Services to be performed.
7.2 The Customer will be responsible for ensuring that the Services and Goods are suitable for their required purposes and capable of performing the functions and use to which it is intended to put them.
7.3 The Customer warrants that it has full capacity and all the necessary consents (including but not limited to, where it’s procedures so require, the consent of its Parent Company) to enter into and to perform the Agreement and that this Agreement will be executed by a duly authorised representative of the Customer.
7.4 The Customer warrants that all products covered under Services rendered under this Agreement shall be 'year 2000 compliant', that is: the products will operate in accordance with specification regardless of the date of operation, and regardless of the dates that have been or will be entered into the system of which the products will form part, and the products will offer the same level of functionality and performance after 31 December 1999 as may be reasonably requested by they did before that date.
7.5 The Customer shall at its own expense and prior to the CSU from time delivery of the Goods:
7.5.1 Obtain all necessary consent for the installation and use of the Goods, including consent for any necessary alterations to timebuildings;
3.2.3 7.5.2 Ensure that any floor loading limits will not be exceeded;
7.5.3 provide suitable accommodation, foundations and environment for the Goods, including all necessary or reasonably requested sign-offsstructural alterations, approvals to permit installation, trunking, conduits and instructions required by the CSU cable trays in connection with the performance Services;
3.2.4 comply accordance with all applicable laws and regulations with respect to its activities installation standards unless such services are specifically contracted for under this Agreement;
3.2.5 ensure that 7.5.4 Provide electric power required for the CSU has installation, operation, test and maintenance of the Goods;
7.5.5 take up and remove in time to allow Concorde Technology Solutions to carry out any agreed installation all necessary access to and any fitted or fixed floor coverings, ceiling tiles, suspended ceilings and partition covers and all necessary licencesother fittings that may prevent Concorde Technology Solutions from carrying out the agreed installation, rights and consents to use all Customer Data be responsible after completion of the agreed installation for any making good and all Customer Materials;decorators work required.
3.2.6 maintain complete, up to date, reproducible and accurate backup copies 7.6 Where Concorde Technology Solutions has undertaken installation of all data, programs and electronic records held by the Goods:
7.6.1 the Customer including Customer Datashall at its own expense make available to Concorde Technology Solutions such items of magnetic media and consumable materials that may reasonably be requested by Concorde Technology Solutions in order to undertake the test as contemplated in clause 8.5; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing 7.6.2 Concorde Technology Solutions will commence with the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any installation of the premises to which Goods as soon as reasonably practicable after the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andactual delivery.
Appears in 1 contract
Sources: General Terms and Conditions
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
(a) provide the CSU Orchestra with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by Orchestra; to the CSU in order extent required to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Orchestra may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Orchestra, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Orchestra from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Orchestra's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 7.2 The Customer acknowledges that the CSU to access its premises Service is made available for the purposes purpose of providing data orchestration, data observability and data operations and is not a solution for the Services, the Customer will inform the CSU storage of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessdata. The Customer shall take all necessary precautions appropriate steps to back-up and archive Customer Data in order to protect Customer Data in the health and safety and security event of any loss or damage encountered whilst using the CSU’s personnel whilst they are at the Customer’s premisesService.
3.4 7.3 The Customer shall comply withown all rights, title and interest in and to all of the Customer Data that is not personal data (as defined in EU/UK Data Protection Law) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer hereby licenses Orchestra to use the Customer Data for:
3.4.1 any specific obligations (a) the proper performance of the Services, including the provision of the Documents;
(b) the purposes set out in the Specific Termsour Privacy Notice available at Privacy | Orchestra (▇▇▇▇▇▇▇▇▇▇▇▇.▇▇); and
(c) all other purposes relevant to the proper exercise of our rights and obligations under this Agreement.
7.4 The Customer further licenses Orchestra to use Customer Data in an aggregated and anonymised form for Orchestra's own internal business purposes.
Appears in 1 contract
Sources: Orchestra Platform Agreement
Customer’s Obligations. 3.1 12.1 The Customer shall promptly shall:
(a) provide the CSU CoolCare with:
3.1.1 (1) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (2) all necessary access to or copies of such information as may reasonably be required by the CSU CoolCare, in order to provide render the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Licensed Software, the Services and the Documentation in accordance with the terms and conditions of this Agreement and where relevant API Users use and access the CoolCare App in accordance with the API Licence and the Customer shall be responsible for any Authorised User’s breach of this Agreement and any API User’s breach of the API Licence;
(e) manage their Authorised Users’ login details and access and use of any API Key and set appropriate security measures and access permissions for their Users and limit, record and provide upon request records of access permissions and access activity;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for CoolCare, its contractors and agents to perform their obligations under this Agreement, including the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by CoolCare from time to time;
(h) have a lawful basis under Data Protection Legislation to use the Biometric Offering and allow CoolCare and its Sub-processors to Process Personal Data as part of the Biometric Offering(as applicable); and
(i) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises 13.1 The Customer shall in consideration for the purposes supply of providing Hardware and/or the provision of the Services pay the Fees as applicable from time to time in accordance with this clause 13.
13.2 The Customer will pay all invoices:
(a) in full and without deduction or set-off, in clear funds;
(b) either within 30 days of the date of each invoice or in advance for the provision of Hardware Subscription Services, Software Subscription Services or the delivery of training services, whichever date being the earliest; and
(c) to the bank account nominated by CoolCare.
13.3 If sums due under this Agreement are not paid in full by the due date:
(a) CoolCare may, without limiting its other rights, charge interest on such sums at 5% a year above the base rate of the Bank of England from time to time in force, and;
(b) interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
13.4 If the Customer fails to pay an invoice in accordance with clause 13.2, CoolCare reserves the right to provide the Customer with 7 days’ notice of disconnection of the Services, to refuse to supply any Hardware ordered by the Customer and to require the immediate return of any Subscribed Hardware which is in the Customer’s possession. Failure to make payment within the 7 days’ notice period will inform result in the CSU of all health Software Subscription Services being disconnected and safety rules and regulations and any other reasonable security requirements that apply at any the Subscribed Hardware rendered inoperable onexpiry of the premises 7 day notice period.
13.5 All Services and Hardware shipments will remain suspended until all invoices due under clause 13.2 are paid in full together with any interest accrued in accordance with clause 13.3.
13.6 If subsequent to which any suspension of the CSU requires access. Subscription Services in accordance with this clause 13.6 theCustomer requests that the Subscription Services be restored, CoolCare will be entitled to charge a reconnection fee of £250, or such other sum as CoolCare deem reasonable,to reconnect the them.
13.7 If any invoices remain outstanding and are not paid in full in accordance with this Agreement, CoolCare shall be entitled without prejudice to any right:
(a) to terminate this Agreement under clause 13; and/or
(b) to engage debt collectors to pursue outstanding invoices.
13.8 The Customer shall take also be liable to pay all necessary precautions to protect costs, fees, disbursements and charges including legal fees and costs reasonably incurred by CoolCare in the health and safety and security recovery of any unpaid invoices regardless of the CSU’s personnel whilst they are at value of the Customer’s premisesclaim.
3.4 The Customer shall comply with13.9 All amounts and Fees stated or referred to in this Agreement:
3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 The Customer shall promptly shall:
(a) provide the CSU IMImobile with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by IMImobile (b) and in the CSU to provide the Services (so long as prior written consent has been sought from event of any delays in the Customer)'s provision of such co- operation and assistance IMImobile may adjust any agreed timetable or delivery schedule for provision of the Service as reasonably necessary to take account of such delay;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations Legislation with respect to its activities under this Agreement;
3.2.5 (d) comply with the Acceptable Use Policy;
(e) set up the necessary communications link, provide test information in the format required by IMImobile from time to time;
(f) ensure that it has the necessary information technology infrastructure required for, and which is compatible with, the Platform and the Channels and IMImobile's Software and technology in order that it may utilise the Service;
(g) ensure that the CSU has all necessary access Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any breach of this Agreement by it which is caused by any User;
(h) where any part of the IMImobile Software is subject a Usage Limit to only permit such number of users to use that part of the IMImobile Software as does not exceed the Usage Limit; and
(i) obtain and shall maintain all necessary licences, rights consents, and consents permissions necessary for IMImobile, its contractors and agents to use all perform their obligations under this Agreement, including without limitation the Service.
3.2 The Customer Data and all Customer Materialsshall:
(a) ensure that the Content complies with Legislation;
3.2.6 (b) provide all support and liaison reasonably required by Users including, without limitation, the provision of responses to User enquiries and complaints concerning the Content and the Service and the provision of any after-sales support in connection with such Content and the Service;
(c) ensure Content is not of a nature likely to bring IMImobile or any Channel into disrepute or breach any Legislation;
(d) implement and maintain completeappropriate security procedures to prevent unauthorised access, use or damage to the Platform, Service, and Channels;
(e) install and maintain up to date, reproducible and accurate backup copies of generally accepted Virus checking software to ensure that all data, programs and electronic records held by data transmission from the Customer to IMImobile including Customer Data; andContent has been checked before delivery to IMImobile;
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, (f) ensure that the Customer will inform Software does not contain any Virus;
(g) where Users contribute to the CSU Content or create their own consent ensure that appropriate controls are in place to ensure that any User generated content complies with the terms of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andthis clause 3.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 11.1 The Customer shall promptly provide IT Genie with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be reasonably required by IT Genie in order to render the Services.
11.2 The Customer shall ensure that it communicates to IT Genie all its service requirements and provides IT Genie with all the information relevant for the purpose of creating the Quotation, and the Managed Service Specification and to enable IT Genie to establish whether IT Genie is able to provide the CSU withServices in accordance with the terms of this Agreement. In addition, throughout the Term, the Customer shall be responsible for providing IT Genie with all information reasonably required in sufficient detail for the purposes of recommending, advising, establishing, setting up and providing the Services under this Agreement.
11.3 The Customer shall ensure that all passwords for access to and /or use of any of the Managed Services shall be kept confidential and inaccessible to third parties, that passwords are re-set after any actual or suspected security alerts and that the Customer's Operating Environment, the Customer-Side Equipment and the Hardware are, and shall remain for the Term, adequately protected and secure from unauthorised access by third parties.
11.4 The Customer shall be and remain responsible for all use of the Services or any part of them and all Third Party Services, including any use by third parties, whether fraudulent or invited by the Customer. The Customer shall have Liability for all fraudulent use made of, from or via the Services, all Third Party Services, the Customer's Operating Environment, the Customer- Side Equipment and/or the Hardware and/or all its passwords relating to access or use of any of the foregoing.
11.5 The Customer shall not provide the Services or facilitate them directly or indirectly to, or allow them to be used by, third parties.
11.6 If required by IT Genie the Customer shall allow IT Genie to install monitoring software on the Customer-Side Equipment, the Hardware and/or in the Customer's Operating Environment to enable IT Genie to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the Term. Additionally, IT Genie reserves the right to:
3.1.1 11.6.1 modify the IT Genie System, the IT Genie Hardware, IT Genie's network, system configurations or routing configuration; or
11.6.2 modify or replace any Hardware or Software in IT Genie's network or in equipment used to deliver any services over its network.
11.7 Where the Managed Services include Maintenance by IT Genie of Hardware, Customer-side Equipment or Software this shall be specified with relevant service levels in the Quotation and Appendix A and is based on normal usage of the Customer's Operating Environment and performance and capacity assessed by IT Genie as part of the installation and configuration. Where the Customer usage of or demand on the Customer's Operating Environment increases or varies or Hardware or Customer-side Equipment is aged or well-used, IT Genie shall use reasonable endeavours to provide the agreed Maintenance but cannot guarantee to fix all necessary coerrors, may recommend replacing or repairing the same with re-conditioned parts or equipment and/or require the Customer to purchase new Hardware and/or increased maintenance services, and/or may increase the Fees or reduce service levels. The Customer shall notify IT Genie immediately of any fault or defect with any of the equipment that has been provided by IT Genie under this Agreement, shall allow IT Genie access to such equipment at any time for inspection and/or repair or replacement purposes and shall not permit the equipment to be repaired, replaced or tampered with by anyone other than IT Genie without IT ▇▇▇▇▇'s prior written consent.
11.8 Maintenance shall not include the diagnosis and rectification of any fault resulting from any of the following which shall be charged as an Additional Service:
11.8.1 the improper use, improper operation or neglect of the Customer's Operating Environment or any Customer-Side Equipment, Software, equipment via which the Services are accessed or used or faults to any of them caused by a third party or variations in electrical power, lightning, flood, fire, radiation, radio interference or accidental damage;
11.8.2 unauthorised merger of any Software (in whole or in part) with any other software;
11.8.3 the use of the Managed Services via or on equipment other than the Hardware or Customer-Side Equipment;
11.8.4 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by IT Genie;
11.8.5 any repair, adjustment, alteration or modification of the Managed Services by any person other than IT Genie without IT ▇▇▇▇▇'s prior written consent
11.8.6 any breach by the Customer of any of its obligations under any maintenance agreement in respect of the equipment from or via which the Managed Services are accessed or used;
11.8.7 non-compliance with the Customer's obligations under this Agreement;
11.8.8 causes beyond the control of IT Genie;
11.8.9 any fault arising from failure to operate proper and assistance efficient back up and data recovery procedures in relation to the Customer data other than where and to the extent that the fault arises from any back-ups performed by IT Genie as part of any Maintenance supplied by IT Genie pursuant to this Agreement;
3.1.2 all necessary access to 11.8.10 any equipment or copies of such information as may be required software not supplied by the CSU in order to provide the Services and ensure that all information which it provides IT Genie to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform Customer and/or any services other than the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this AgreementManaged Services.
3.2 11.9 If IT Genie is required to rectify any fault that results from any of the circumstances described in Clause 11.8 above, the Customer shall pay for the same as an Additional Service.
11.10 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, provide a Customer Primary Contact who will be IT ▇▇▇▇▇'s first point of contact and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU IT Genie from time to time;. The Customer shall use reasonable endeavours to ensure continuity of its personnel assigned to this Agreement.
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 11.11 The Customer shall comply with all applicable laws and regulations with in respect to its activities under this Agreement;, shall use all the Services, Customer's Operating System, Customer- side Equipment and Hardware in accordance with the terms of supply of all Third Party Providers and the terms of this Agreement and in the event of any delay in the Customer's provision of assistance required by IT Genie, IT Genie may adjust any timetable or delivery schedule as reasonably necessary.
3.2.5 11.12 The Customer shall be responsible at its cost for preparing and maintaining the Customer Sites to enable use of the Services and shall ensure that all Customer-Side Equipment is in good working order and suitable for use of the CSU has Services and conform to all necessary access to applicable legislative and regulatory standards and requirements.
11.13 The Customer shall ensure that all Customer-Side Equipment and all necessary licencesHardware supplied to it by IT Genie is covered by a warranty from the relevant Third Party Provider.
11.14 The Customer shall identify to IT Genie all third party suppliers of software, rights hardware, utilities and consents other facilities comprising the Customer's Operating Environment and shall notify IT Genie as soon as practicable of any additional hardware or software that it intends to use all introduce into the Customer's Operating Environment and any other planned changes to the Customer's Operating Environment and/or the Customer-side Equipment and/or the Customer Data Sites including planned outages, Customer Site moves and all Customer Materials;
3.2.6 maintain completechanges in Third Party Providers. Whether as a result of any failure to notify IT Genie pursuant to this Clause or even where IT Genie has been notified, up if IT Genie has to datecarry out any work, reproducible and accurate backup copies of all data, programs and electronic records held such work shall be paid for by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manneras an Additional Service.
3.3 When allowing the CSU to access its premises 11.15 The Customer is and shall remain responsible for the purposes of providing the ServicesCustomer's Operating Environment, the Customer will inform Customer-Side Equipment and all Hardware and shall insure the CSU of all health same with a reputable insurance company for its replacement value and safety rules and regulations and any other reasonable security requirements that apply at any of shall have Liability for the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out same in the Specific Terms; andevent of loss or damage.
Appears in 1 contract
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall:
9.1.1 provide all assistance, information, and advice which Prodeo may reasonably require; and
9.1.2 do all acts which ▇▇▇▇▇▇ may reasonably request, to enable Prodeo to comply with its obligations and responsibilities under this Agreement.
9.2 The Customer shall:
9.2.1 provide the CSU with:Customer Materials and any such information as Prodeo may reasonably require in a timely manner and ensure it is correct in all material aspects;
3.1.1 all necessary 9.2.2 provide reasonable co-operation and assistance to ▇▇▇▇▇▇ in relation respect of ▇▇▇▇▇▇’s provision of access to the App;
9.2.3 comply with all Applicable Laws with which it is bound to comply in its use of the App;
9.2.4 ensure that the Authorised Users use the App in accordance with this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to 9.2.5 comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors Data Protection Legislation when granting Prodeo access to the MIS Data including, where necessary as determined by the Customer, by seeking consent from the Authorised Users or the Authorised Users’ parents or guardians to the MIS Data being made available to Prodeo;
9.2.6 act reasonably when choosing to disable the anonymity functionality of the App and consider each Authorised User’s premisesdata protection and privacy rights under the Data Protection Legislation when doing so;
9.2.7 obtain and shall maintain all necessary licences, office accommodationconsents, and other facilities as reasonably required by the CSU permissions necessary for Prodeo, its contractors and agents to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities perform their obligations under this Agreement;
3.2.5 9.2.8 ensure that its network and systems comply with the CSU has all necessary access relevant specifications provided by Prodeo from time to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Datatime; and
3.2.7 carry out 9.2.9 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Prodeo’s data centres, and all problems, conditions, delays, delivery failures and all other responsibilities set out in this Agreement in a timely and efficient mannerloss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
3.3 When allowing 9.2.10 By using any app with user access to YouTube, you are also agreeing to be bound by YouTube Terms of Service found here
9.3 The Customer shall not, save in relation to the CSU Authorised Users, otherwise transfer the App to access its premises someone else, whether for the purposes of providing the Servicesmoney, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessfor anything else or for free. The Customer shall take all necessary precautions to protect ensure and shall procure that the health and safety and security of Authorised Users ensure that if they sell any device on which the CSU’s personnel whilst they are at App is installed, the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andApp is removed from such device.
Appears in 1 contract
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
(a) Pay the Subscription Fees;
(b) provide the CSU FilesThruTheAir™ with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU FilesThruTheAir™; in order to provide the Services Service, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration Service;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (d) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, FilesThruTheAir™ may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) ensure that the Authorised Users use the Service in accordance with the of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(f) ensure that all email addresses and/or mobile telephone numbers required for the operation of the Service are kept up to date and current;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for FilesThruTheAir™, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
(h) ensure that its network and systems comply with the relevant specifications provided by FilesThruTheAir™ from time to time; and
(i) be solely responsible for procuring and maintaining its own network connections and telecommunications links from its systems to the FilesThruTheAir™ Cloud, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 7.2 In relation to the CSU to access its premises for the purposes of providing the ServicesAccount Type, the Customer will inform undertakes that:
(a) the CSU maximum number of all health and safety rules and regulations and sensors that it utilises within any other reasonable security requirements that apply at any particular Account Type shall not exceed the maximum of permitted within such Account Type;
(b) each Authorised User shall keep a secure password for its use of the premises to which the CSU requires access. Service and that each Authorised User shall keep its password confidential.
7.3 The Customer shall take all necessary precautions to protect not access, store, distribute or transmit any Viruses, or any material during the health and safety and course of its use of the Service that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which might otherwise threaten or compromise the security of the CSU’s personnel whilst they are at FilesThruTheAir™ Cloud;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and FilesThruTheAir™ reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 access to any specific obligations set out in material that breaches the Specific Terms; andprovisions of this clause.
Appears in 1 contract
Sources: End User License Agreement
Customer’s Obligations. 3.1 3.1. The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary 3.1.1. co-operation and assistance operate with the Supplier in relation all matters relating to this Agreementthe Services;
3.1.2 3.1.2. appoint a manager or managers in respect of the Services. That person or persons shall have authority to contractually bind the Customer on all necessary access matters relating to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (including by signing Change Orders) and shall inform be available at the CSU of any amendments to such documents) to enable Site at all relevant times;
3.1.3. provide, for the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier, its agents agents, subcontractors, consultants and subcontractors employees, in a timely manner and at no charge, access to the Customer’s 's premises, office accommodation, data and other facilities as reasonably required by the CSU to provide Supplier for the Services (so long as prior written consent has been sought from the Customer)Services;
3.2.2 3.1.4. provide such access to the Customer’s personnel as may be reasonably requested Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the CSU from time to time;
3.2.3 provide all necessary Customer or a third party) reasonably requested sign-offs, approvals and instructions required by the CSU Supplier in connection with the performance ServicesServices and ensure that they are accurate and complete in all material respects;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences3.1.5. where relevant, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises Customer's premises;
3.1.6. provide assistance and advice, where applicable, regarding visa, permits, accommodation, personal security and such other matters as may arise to enable the Supplier’s personnel to provide services at whatever location of the Customer the same need to be performed, and shall also provide assistance and advice to facilitate such personnel wishing, for any reason and at any time, to return home;
3.1.7. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services;
3.1.8. take all precautions required to maintain the confidentiality of the Software and the Project Documents and, in particular, shall use the Software solely at the Site on the operating environment and in an area requiring authorised access and shall effect security measures to safeguard the Software from theft or from access by persons other than its own authorised employees or agents;
3.1.9. be responsible for all security aspects of and at the Site, including but not limited to, access to the Site, configuration of firewalls, routers, switches and web-servers and, while the Supplier will recommend secure configuration, the Supplier does not represent or warrant that this will fully protect the use of the Software and has no liability in respect of any such recommendation;
3.1.10. maintain adequate, current and subsisting support contracts on any servers, PCs, mobile computing devices (radio frequency terminals, voice units), printers, wireless infrastructure, broadband, warehouse control or execution systems, or any other software or hardware upon which the CSU requires accessSoftware relies, that is outside of the scope of this agreement;
3.1.11. be responsible for ensuring that all IT infrastructure on which the Software is dependent is suitable to accommodate the extra processing necessitated by the Software, and will upgrade any such IT infrastructure accordingly as required; and
3.1.12. be responsible for all IT Infrastructure management, disaster recovery, continuity, and systems security.
3.2. If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal in duration to the delay caused by the Customer.
3.3. Where the Services include development of integration channels or software between the Software and other hardware or software systems (External Systems) in use by the Customer, then:
3.3.1. the Customer shall provide access to detailed documentation for the External Systems, and fully installed and operative copies of all relevant software, databases, and development utilities or software (such as compilers, editors, etc.) on dedicated hardware for development and test purposes. This delivery will be at a location specified by the Supplier; and
3.3.2. the Customer shall provide all reasonable assistance in development at the Customer’s cost, including using all reasonable endeavours to procure the full co-operation of any third-parties, including software suppliers, in providing necessary assistance, granting of temporary licences, or additional detailed documentation as required by the Supplier; and
3.3.3. the Customer shall ensure that all third-party software and hardware are fully licensed and that no third-party Intellectual Property Rights are breached; and
3.3.4. the Customer will be responsible for ensuring that all IT infrastructure on which the Software is dependent is suitable to accommodate the extra processing necessitated by the integration software, and will upgrade any such IT infrastructure accordingly if required; and
3.3.5. the Customer is responsible for all IT Infrastructure management, disaster recovery, continuity, and systems security. If the relevant access or assistance as required by this clause 3.3 cannot be supplied in full, the Supplier may at its option terminate this agreement on 3 months’ notice in writing.
3.4. The Customer agrees and acknowledges that any data input in relation to the Software by the Customer and its agents and matters such as environmental server specification and third-party software will be the entire responsibility of the Customer. The Supplier will have no responsibility for any such matters, in particular the accuracy and/or validity of any data output from the Software as a result of any data input by or on behalf of the Customer.
3.5. The Customer shall take at all necessary precautions to protect times comply with any obligations on licensees of any third- party products comprised within the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premisesSoftware.
3.4 3.6. The Customer shall comply with:
3.4.1 not, without the prior written consent of the Supplier, at any specific obligations set out time from the date of this agreement to the expiry of 12 months after the termination or expiry of this agreement for whatever reason, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier, or of any Affiliate of the Supplier, in the Specific Terms; andprovision of the Services. The undertaking in this clause 3.6 is intended for the benefit of, and shall be enforceable by, the Supplier and its Affiliates and shall apply to actions carried out by the Customer, or an Affiliate of the Customer, in any capacity and whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.
Appears in 1 contract
Sources: General Terms of Business
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreementagreement;
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier; and
(iii) such information and assistance as the Supplier reasonably requires to enable the Supplier to deliver the SaaS Services. The Customer acknowledges that the Supplier’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that only Authorised Users may use the SaaS Services and that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement. The Supplier shall not be liable for :
(i) any Authorised User's breach of this agreement; and
(i) the acts and omissions of any Authorised User, including but not exclusively in relation to any loss of data or functionality caused directly or indirectly by the Authorised Users.
3.3 When allowing the CSU to access its premises (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the purposes of providing Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the Customer will inform extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the CSU of Supplier's data centres, and all health problems, conditions, delays, delivery failures and safety rules and regulations and any all other reasonable security requirements that apply at any of loss or damage arising from or relating to the premises to which Customer's network connections or telecommunications links or caused by the CSU requires access. internet.
7.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premiseslegality, reliability, integrity, accuracy and quality of all such Customer Data.
3.4 7.3 The Customer shall comply with:
3.4.1 (a) not upload, post, reproduce or distribute any specific obligations set information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
(b) grant the Supplier a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Data solely as is necessary to provide the SaaS Services to Customer.
(c) notify the Supplier immediately of any unauthorised use of any password or Authorised User’s ID or any other known or suspected breach of security,
(d) report to the Supplier immediately and use reasonable efforts to stop any unauthorised use of the SaaS Services that is known or suspected by Customer
(e) carry out in all reasonable checks to confirm the Specific Terms; andidentity of all proposed Authorised Users and report any attempt to access the SaaS Services by use of false identity information.
7.4 Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not
(a) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or
(b) contain anything that is obscene, defamatory, harassing, offensive or malicious.
Appears in 1 contract
Sources: Saas Agreement
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide the CSU shall:
(a) comply with:
3.1.1 (i) the terms of the Connection Procedure when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the GOs and/or the Services as ▇▇▇▇▇▇▇▇ shall notify to the Customer from time to time;
(b) provide ▇▇▇▇▇▇▇▇ with:
(i) all necessary co-operation and assistance in relation to this Agreement;these terms and conditions; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU ▇▇▇▇▇▇▇▇; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (c) comply with all applicable laws and regulations with respect to its activities under this the Agreement;
3.2.5 (d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the CSU has all necessary access to Authorised Users use the Services and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, rights consents, and consents permissions necessary for ▇▇▇▇▇▇▇▇, its contractors and agents to use all Customer Data and all Customer Materialsperform their obligations under the Agreement, including without limitation the Services;
3.2.6 maintain complete(g) ensure that its network and systems comply with the relevant specifications provided by ▇▇▇▇▇▇▇▇ from time to time;
(h) comply with such reasonable instructions that may be given to it by ▇▇▇▇▇▇▇▇ which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by ▇▇▇▇▇▇▇▇ and its suppliers and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) provide ▇▇▇▇▇▇▇▇ and its suppliers with such facilities as may be reasonably required to provide the Services;
(j) follow any reasonable instructions given to it by ▇▇▇▇▇▇▇▇ (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, up destructive or nuisance programs;
(k) report faults or requests for support only to date▇▇▇▇▇▇▇▇’▇ support team at the number or email address provided from time to time for such purpose, reproducible providing such information as ▇▇▇▇▇▇▇▇ shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and accurate backup copies conditions;
(l) be solely responsible for maintaining the security of all data, programs and electronic records held by any equipment connected to the Customer including Customer DataServices; and
3.2.7 carry out all other responsibilities set out (i) be solely responsible for:
(i) procuring and maintaining its network connections and telecommunications links from its systems to the Services;
(ii) ensuring that there is wireless network coverage in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU areas where its Authorised Users are to access its premises for the purposes of providing receive the Services, and
(iii) dealing with all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
6.2 Due to roaming and other restrictions imposed by SIM card providers and wireless network operators that may affect the Services, provision of the Services is limited to the United Kingdom and accordingly the Customer will inform shall only connect to the CSU of all health and safety rules and regulations and any other reasonable security requirements Services Authorised Users who are wholly or mainly seeking to use the Services within that apply at any territory for use only within that territory.
6.3 The Customer acknowledges that ▇▇▇▇▇▇▇▇ shall provide some elements of the premises to which Services (including, for the CSU requires accessavoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer shall take agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by ▇▇▇▇▇▇▇▇ giving no less than 30 days’ notice to the Customer); and
(b) indemnify ▇▇▇▇▇▇▇▇ against all necessary precautions to protect the health such additional fees, costs and safety and security charges as ▇▇▇▇▇▇▇▇ may incur from a relevant third party by reason of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any specific obligations set out in cancellation charges or compensation payable by ▇▇▇▇▇▇▇▇ to the Specific Terms; andrelevant third party).
Appears in 1 contract
Sources: Terms and Conditions of Supply
Customer’s Obligations. 3.1 7.1 The Customer shall, and shall promptly ensure that the Customer Network shall (as applicable):
7.1.1 provide the CSU Birgli with:
3.1.1 (a) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (b) all necessary access to or copies of such information (including the Data); as may be required by the CSU in order ▇▇▇▇▇▇ to provide the Tool and Services and ensure that all information which it provides to in accordance with this Agreement;
7.1.2 be available at the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) required times to enable Birgli to perform its obligations at the CSU to comply with times agreed between the Parties or as otherwise reasonably required by ▇▇▇▇▇▇;
7.1.3 without affecting its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations and codes of practice with respect to its activities under and in connection with this Agreement, including its supply of the Data and their use of the Customer Reports;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 7.1.4 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Birgli may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 7.1.5 ensure that the CSU to Authorised Users use and access its premises the Tool, Services and Documentation in accordance with this Agreement, and only for the purposes and within the scope of this Agreement;
7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Customer Network to use and access the Tool, Services and Documentation;
7.1.7 ensure that its network and systems comply with the relevant specifications provided by Birgli from time to time, including the Minimum Operating Environment Requirements; and
7.1.8 to the extent permitted by law and except as otherwise expressly provided in this Agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Birgli's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer Network's or Authorised Users' network connections or telecommunications links or caused by the internet.
7.2 It is the Customer's responsibility to ensure that the Tool and Services as described in this Agreement (provided that they are properly delivered by Birgli) are sufficient and suitable for its purposes and will meet its and the Customer Network's requirements.
7.3 Birgli shall be responsible only for providing the ServicesTool, Services (including Customer Reports based on the Data) and Documentation as a tool to assist the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accesswith background information. The Customer shall take all necessary precautions be responsible for any decision or implementation by the Customer relating to protect any Customer Reports, advice, suggestions, evaluations, outputs, results and recommendations proposed in the health and safety and security provision of the CSU’s personnel whilst they are at Services or through use of or access to the Tool.
7.4 It is the Customer’s premises
3.4 The Customer shall comply with's responsibility to ensure that:
3.4.1 7.4.1 any specific obligations set out decision or implementation made by the Customer or the Customer Network is made in the Specific TermsCustomer's and the Customer Network's best interests; and
7.4.2 the process of making such decision or implementation is made in compliance with the relevant risk and general business strategy of the Customer and the Customer Network; and the Customer bears sole responsibility and Liability for the consequences of any such decision or implementation.
7.5 Birgli shall not be responsible or have any Liability for any failure to provide the Tool or Services to the extent caused by:
7.5.1 the Customer Network's failure to comply with any of its obligations under this Clause 7; or
7.5.2 the Customer Network's failure to properly ensure the provision of the relevant Data or fully and lawfully procure that it has in place the rights and licence to use all hardware, communications links, equipment and software necessary to enable Birgli to provide the Services in accordance with this Agreement.
Appears in 1 contract
Sources: Saas Terms and Conditions
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall: provide the CSU iplicit with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU iplicit; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU iplicit to provide or monitor the Services use of the Services, including but not limited to Customer Data, security access information and configuration services; pay the Subscription Fees (so long as prior written consent has been sought from monthly, in advance) and any excess storage fees (in the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested month they are incurred) by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 direct debit; comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Dataagreement; and
3.2.7 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.
3.3 When allowing ; ensure that the CSU Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement; ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services; ensure that the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health ; obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for iplicit, its contractors and agents to protect perform their obligations under this agreement, including without limitation the health Services; ensure that its network and safety systems comply with the relevant specifications provided by iplicit from time to time; be solely responsible for procuring and security of the CSUmaintaining its network connections and telecommunications links from its systems to iplicit’s personnel whilst they are at data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premisesnetwork connections or telecommunications links or caused by the internet.
3.4 The Customer shall comply with:
3.4.1 9.2 In the event of any specific obligations set out failure or delays in the Specific Terms; andCustomer’s compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of its obligations.
Appears in 1 contract
Customer’s Obligations. 3.1 9.1. The Customer shall promptly provide the CSU withwarrants and agrees to:
3.1.1 (a) provide Quinnox with all necessary co-operation and assistance in relation to this Agreement;
3.1.2 Agreement and all necessary access to or copies of such information as may be required by the CSU Quinnox in order to provide render the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its Customer’s activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.;
3.3 When allowing (d) ensure that Customer uses the CSU Services and the Documentation in accordance with the terms and conditions of this Agreement;
(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for Quinnox, its contractors and agents to access perform their obligations under this Agreement, including without limitation the Services and Customer Data;
(f) ensure that its premises network and systems comply with the relevant specifications provided by Quinnox from time to time; and
(g) be solely responsible for the purposes of providing (1) procuring and maintaining its network connections and telecommunications links from its systems to the Services, and (2) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer will inform Customer’s network connections or telecommunications links or caused by the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessinternet.
9.2. The Customer shall take all necessary precautions further represents and warrants that:
(a) Customer has the authority to protect enter into this Agreement and person signing or agreeing the provisions of this Agreement has the power authority to bind the Customer;
(b) Customer owns or has sufficient rights in the Customer Data to license and to provide Quinnox with the rights in Customer Data granted to Quinnox hereunder, such as provided in section 6.2;
(c) Customer will not provide Quinnox or the Services with data, including but not limited to Customer Data, about third parties, including but not limited to personally identifiable information, that is subject to the privacy protection laws, including but not limited to the European General Data Protection Regulation (GDPR) or the California Consumer Privacy Act or similar laws; and,
(d) Customer will not provide Quinnox or the Services with data, including but not limited to Customer Data, that is subject to the health care privacy protection laws, including but not limited to the Health Insurance Portability and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andAccountability Act (HIPAA) or similar laws.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly (and ensure that all Authorised Affiliates and Authorised Users shall):
7.1.1 provide the CSU Cashfac with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Cashfac; in order to provide the Services Subscribed Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide 7.1.2 at all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 times comply with all applicable laws and such other laws and regulations with respect relating to its activities under this Agreementthe use or receipt of the Subscribed Services, including laws relating to privacy, data protection and use of systems and communications;
3.2.5 7.1.3 use the Subscribed Service in accordance with Documentation and Mandatory Policies;
7.1.4 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies number of all data, programs and electronic records held by Accounts do not exceed the number of Purchased Accounts under Order Form for the Subscribed Service. In the event the Customer including exceeds the Purchased Accounts, Cashfac shall charge the Customer, and the Customer Data; andshall pay, Cashfac’s then current excess Account charge or as otherwise set out under the Order Form.
3.2.7 7.1.5 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Cashfac may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health 7.1.6 obtain and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take maintain all necessary precautions licences, consents, and permissions necessary for Cashfac, its Affiliates, contractors and agents to protect perform their obligations under the health Agreement, including without limitation the Subscribed Services;
7.1.7 ensure that its network and safety systems comply with the relevant specifications provided by Cashfac from time to time; and
7.1.8 be solely responsible for procuring and security of the CSUmaintaining its network connections and telecommunications links from its systems to Cashfac’s personnel whilst they are at data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1
7.1 The Customer shall promptly shall:
7.1.1 provide the CSU Supplier with:
3.1.1 (a) all necessary co-operation and assistance in relation to this Agreementagreement, including such cooperation highlighted in Schedule 1 ;
3.1.2 (b) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Umbrella Data , security access information and ensure that configuration services;
7.1.2 following successful completion of testing, submit all information which it provides relevant payslips produced by them during the course of their business for validation and verification by Supplier and continue to do so during the CSU is accurate, adequate and complete; and
3.1.3 copies term of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU7.1.3 without affecting its other obligations under this agreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 7.1.4 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.5 ensure that the Authorised Users and Limited Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User or Limited Authorised User's breach of this agreement;
7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
7.1.7 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
7.1.8 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 7.2 The Customer shall, following successful completion of testing under clause 8 below, submit all Relevant Payslips produced by them during the CSU course of their business for validation and verification by Supplier in accordance with the Services and continue to access its premises for do so during the purposes term of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. this Agreement.
7.3 The Customer shall take all necessary precautions display the veriPAYE logo on their website and continue to protect do so during the health and safety and security term of the CSUthis Agreement unless required by Supplier to remove such logo. This logo should be connected by hyperlink to Supplier’s personnel whilst they are website at the Customer’s premises▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇.▇▇
3.4 7.4 The Customer shall comply with:display the veriPAYE logo as provided to them by Supplier on their marketing material, website and any relevant social media announcements and continue to do so during the term of this Agreement unless required by Supplier to remove such logo.
3.4.1 any specific obligations set out 7.5 The Customer shall attend regular performance review meetings convened by the Supplier to ▇▇▇▇▇▇ ongoing collaboration and address potential issues early
7.6 The Customer shall own all right, title and interest in and to all of the Specific Terms; andUmbrella Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Umbrella Data .
Appears in 1 contract
Sources: Service Subscription Agreement
Customer’s Obligations.
3.1 The Customer shall promptly provide the CSU with:with:
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:with:
3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 1 contract
Customer’s Obligations. 3.1 The Customer shall promptly shall:
15.1 provide the CSU REDi with:
3.1.1 (a) all necessary co-operation and assistance in relation to this AgreementMain Agreement or any subsequent Service Schedule;
3.1.2 (b) all necessary access to or copies of such information as may be required by the CSU ▇▇▇▇; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of 15.2 without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Main Agreement or any Contract, comply with all Applicable Laws with respect to its activities;
15.3 carry out all other Customer responsibilities as set out in this Main Agreement and any subsequent Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, REDi may adjust any agreed timetable or delivery schedule as reasonably necessary;
15.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Main Agreement.;
3.2 The Customer 15.5 obtain and shall promptly:
3.2.1 allow the CSUmaintain all necessary licences, consents, and permissions necessary for REDi, its contractors and agents and subcontractors access to perform their obligations under any Contract, including without limitation the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)Services;
3.2.2 provide such access to 15.6 ensure that its network and systems (where required) comply with the Customer’s personnel as may be reasonably requested relevant specifications provided by the CSU REDi from time to time;
3.2.3 provide 15.7 promptly report any incident or fault in the delivery of the Services and promptly responding to any queries or requests from REDi and providing its full cooperation in the troubleshooting and resolution of any incident or fault or outage.
15.8 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to REDi's Services, and all necessary problems, conditions, delays, delivery failures and all other loss or reasonably requested sign-offs, approvals and instructions required damage arising from or relating to the Customer's network connections or telecommunications links or caused by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Datainternet; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely 15.9 not do anything that may bring REDi into disrepute or reflect adversely on the business and efficient mannerintegrity REDi.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; and
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 10.1 The Customer shall promptly provide hereby agrees to be bound by the CSU withterms of the End User Licence Agreement, a copy of which is set out at Schedule 5, and whose terms are hereby incorporated into this agreement.
10.2 The Customer hereby grants to the Supplier and its licensor a limited, non- exclusive, non-sublicensable, non-transferable licence to use, copy, store and display Customer Data for the purposes of providing the SaaS Services and improving and enhancing the overall user experience of the SaaS Services. The Customer additionally acknowledges that the Supplier and its licensor have the right to use or incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer.
10.3 The Customer shall:
3.1.1 all necessary a) Provide the Supplier with: - All co-operation reasonably required in connection with this agreement; and assistance in relation - Access to this Agreement;
3.1.2 all necessary access to or copies of such information as may reasonably be required by the CSU Supplier in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)Services;
3.2.2 provide b) Provide the Supplier and its licensor, Omningage Limited, with such access to the Customer’s personnel Connect environment as may reasonably be reasonably requested by required for the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance purposes of providing Support Services;
3.2.4 c) Without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry d) Carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing e) Ensure that the CSU to access its premises Authorised Users use the SaaS Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
f) Obtain and shall maintain all necessary licences, consents, and permissions necessary for the purposes of providing Supplier, its contractors and agents to perform their obligations under this agreement;
g) Ensure that its network and systems comply with the Servicesrelevant specifications provided by the Supplier from time to time; and
h) Be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Customer will inform the CSU of all health Supplier's, and safety rules and regulations and any other reasonable security requirements that apply at to any of the premises to which the CSU requires access. Supplier’s sub-contractors’, data centres.
10.4 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premises
3.4 The legality, reliability, integrity, accuracy and quality of all such Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andData.
Appears in 1 contract
Sources: Deployment Services and Saas Subscription Agreement
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary co-operation (a) provide, and assistance procure that its Affiliates, and its and their agents and contractors (including any existing service provider and Customer Third Party) shall provide Target, in relation to this Agreement;
3.1.2 all necessary access to or copies of a timely manner on request, with such information (including Customer Data), assistance and co- operation as Target may be required by from time to time reasonably request in connection with the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all exercise of its relevant policies, rules, procedures rights and quality standards (and shall inform the CSU performance of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (b) carry out all other Customer responsibilities specifically set out in this Agreement or any document referred to in this Agreement in a timely and efficient manner.;
3.3 When allowing (c) comply with the CSU to access terms of any third party licences;
(d) ensure that its premises for the purposes of providing Affiliates and Authorised Users use the Services, the Customer will inform Software and the CSU Documentation in accordance with the applicable terms and conditions of all health this Agreement and safety rules and regulations and shall be responsible for any other reasonable security requirements that apply at any Affiliate’s or Authorised User’s breach of the premises to which the CSU requires access. The Customer same;
(e) obtain and shall take maintain all necessary precautions licences, consents, approvals and permissions necessary for Target, its contractors and agents to protect perform their obligations under this Agreement, excluding, for the health avoidance of doubt, any licences, consents or permissions relating to the Software or the Documentation;
(f) ensure that the Customer Systems and safety all network connections and security telecommunications links from the Customer Systems to Target Systems comply with the relevant specifications provided by Target (acting reasonably) from time to time;
(g) be solely responsible for procuring and maintaining the Customer Systems, and all network connections and telecommunications links from the Customer Systems to Target Systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's, its Affiliates’ or its or their agents’ or contractors’ (including any existing service providers’) network connections or telecommunications links (except to the extent that such failures directly result from a breach by Target of any obligation under this Agreement) or caused by the internet; and
(h) provide Target with reasonable advance written notice of any proposed changes in the Customer Systems (including any change to the website or interfaces to the website), providing details of the CSU’s personnel whilst they are nature of, and proposed timescales for, the proposed changes. Any such proposed changes shall (including any impact on Target Systems) be dealt with in accordance with the Change Control Procedure at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andon a Time and Materials Basis.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
8.1.1 provide the CSU Supplier with:
3.1.1 8.1.1.1 all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 8.1.1.2 all necessary access to or copies of such information as may be reasonably required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of compliance with its relevant policies, rules, procedures and quality standards (and shall inform the CSU obligations in respect of any amendments Configuration Services pursuant to such documents) to enable the CSU to comply with clause 6;
8.1.2 without affecting its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 8.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be fully responsible for any Authorised User's breach of this Agreement;
8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services and the Configuration Services;
8.1.6 ensure that its Systems comply with the relevant specifications and requirements notified by the Supplier as necessary from time to time for the full and proper operation of the Services; and
8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its Systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Systems or other telecommunications and network links.
3.3 When allowing 8.2 The Customer shall ensure that all Authorised Users have received adequate training in respect of the CSU Services and the appropriate use of the Services and that such training is refreshed at regular intervals.
8.3 The Customer acknowledges that no computing infrastructure is wholly reliable or risk-free and, accordingly, that the safeguards and processes set out in clause 8.4 are adequate for its needs.
8.4 The Customer hereby acknowledges and agrees that:
8.4.1 the Supplier shall carry out regular back-ups of the Customer Data in accordance with its Retention Policy;
8.4.2 the back-ups specified at clause 8.4.1 shall include storage to access its premises for the purposes Customer’s local on-site hardware;
8.4.3 the data backed-up shall be saved in a readable and easily accessible manner; and
8.4.4 in the event of providing any unavailability of the Services, the Customer will inform may access the CSU local back-up which can be used by the Customer to identify the status of all health any Customer Data and safety rules and regulations and any other reasonable security requirements that apply minimise the impact of such unavailability on the Customer.
8.5 In the event the Customer at any of time concludes the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations measures set out in clause 8.4 are inadequate it shall immediately notify the Specific Terms; andSupplier.
8.6 The Customer hereby acknowledges that this Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
Appears in 1 contract
Sources: Software Subscription Agreement
Customer’s Obligations. 3.1 10.1. The Customer shall promptly provide the CSU withshall:
3.1.1 all necessary 10.1.1. co-operation and assistance operate with NAK in all matters relating to the Services;
10.1.2. appoint the Customer’s Manager in relation to this Agreementthe Services who shall have the authority contractually to bind the Customer on matters relating to the Services;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate10.1.3. provide, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUfor NAK, its agents agents, sub-contractors, consultants and subcontractors employees, without charge, safe and timely access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the CSU to provide the Services NAK (so long including any access as prior written consent has been sought from the Customerspecified in a Statement of Work);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs10.1.4. provide, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely manner, such Customer Materials and efficient manner.other information as NAK may request and ensure that it is complete and accurate in all respects;
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will 10.1.5. inform the CSU NAK of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises. If the Customer wishes to make a change to those requirements which may detrimentally affect provision of the Services, it can only do so via the Change Control Procedure;
10.1.6. ensure that all Customer’s Operating Environment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant UK standards or requirements;
10.1.7. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable NAK to provide the Products or Services including in relation to the installation of the NAK Equipment, the use of Customer’s Materials and the use of the Customer’s Materials insofar as such licences, consents and legislation relate to the Customer’s business, premises and staff and equipment in all cases before the Go-Live Date;
10.1.8. comply with such reasonable instructions as NAK may issue from time to which time in connection with the CSU requires accessServices and the Products so that NAK can provide the Services, the Deliverables and the Products to the Customer; and
10.1.9. not, unless expressly agreed in writing by NAK, use any of the Services and/or Deliverables to provide services to third parties. Should the Customer wish to use the Services and/or Deliverables to provide services to third parties the Customer shall notify NAK in writing and the Customer’s request shall be treated as a request for a variation to the Statement of Work and dealt in accordance with the Change Control Procedure.
10.2. The Customer acknowledges that it is solely responsible for providing the Customer Information and that NAK shall rely on the Customer Information in determining and selecting the appropriate Services and Products.
10.3. The Customer acknowledges that, unless otherwise agreed in writing by NAK pursuant to a Statement of Work, it is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to NAK’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
10.4. The Customer undertakes to NAK throughout the Term to take all necessary reasonable precautions to protect the health and safety of NAK’s employees agents and security of the CSU’s personnel whilst they are at sub-contractors while on the Customer’s premises.
3.4 10.5. The Customer shall at all reasonable times provide NAK, its employees, contractors and agents, with such access to the Customer’s premises, adequate and safe working space, and any lighting, power and telecommunications facilities as are reasonably required to enable NAK to perform the Services.
10.6. NAK shall be entitled to rely upon the specification and any advice given by the Customer (its employees, directors, agents and sub-contractors) (in relation to the suitability of the Services and Products for meeting the Customer’s requirements) such that to the extent that the Services comply with:with such specification and or such advice then NAK shall be deemed to have supplied the same in accordance with the Statement of Work, without limitation, notwithstanding the Customer Information.
3.4.1 10.7. If the Customer wishes to amend the Customer Information or any specific obligations set out specification given by it or in the Specific Termsevent that the Customer Information or any specification given by it is subsequently found to be inaccurate and/or not complete for any reason other than NAK’s negligence, NAK (at its absolute discretion) may require that the request be treated as a request for a variation to the Statement of Work and dealt in accordance with the Change Control Procedure.
10.8. If NAK’s performance of any of its obligations under the Statement of Work is prevented or delayed by any act or omission of the Customer, or the Customer’s agents, sub-contractors or employees (other than NAK) (Customer Default): (i) NAK shall, without limiting its other rights or remedies, have the right to suspend performance of the Statement of Work until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that Customer Default prevents or delays NAK’s performance of any of its obligation; and(ii) NAK shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from NAK’s failure or delay to perform any of its obligations; and (iv) the Customer shall be liable to pay to NAK, on demand, all reasonable costs, charges or losses sustained or incurred by NAK (including any labour costs and the de-mobilisation and re-mobilisation costs of NAK’s sub-contractors and agents), loss or damage to property and loss of opportunity to deploy resources elsewhere and any network disconnection and reconnection charges) that arise from the Customer Default, subject to NAK confirming such costs, charges and losses to the Customer in writing.
10.9. The Customer understands and agrees that where NAK purchases Products for the Customer from a third party NAK shall purchase such Products as agent for the Customer and it shall be the Customer’s responsibility to ensure that such goods and/or services are suitable for its requirements and NAK shall have no responsibility or liability for such Products (whether for their suitability, performance or otherwise).
10.10. The Customer understands and accepts that notwithstanding that NAK may use industry accepted anti- virus software in connection with the Services to check for and delete Viruses on NAK’s System, there is an inherent risk that such software will not detect all Viruses.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 The Customer shall promptly shall:
7.1 provide the CSU Supplier with:
3.1.1 7.1.1 all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 7.1.2 all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 7.2 The Customer shall promptlyshall:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 7.2.1 comply with all applicable laws Laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 7.2.2 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient eÆcient manner.
3.3 When allowing . In the CSU to access its premises for the purposes event of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at delays in the Customer’s premisesprovision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.4 7.2.3 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
7.2.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement;
7.2.5 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
7.2.6 grant the Supplier the right to use any Customer Data for the purpose of research and development relating to the Supplier's products. On occasion The Supplier publish academic papers in partnership with research institutions or report data at conference events based on user data. All research data is always fully anonymised in accordance with guidance from the Information Commissioners ▇▇▇▇.
7.3 The Supplier shall have the right to remove any Customer Data without the Customer's consent if such content is, in the opinion of the Supplier acting reasonably, inappropriate, o ensive or illegal.
7.4 The Customer acknowledges and agrees that the Customer's access to Volunteers and Volunteers use of the Software and Customer URL shall comply with:be governed by such terms and conditions (including privacy policies) as the Supplier shall provide the Customer a copy of.
3.4.1 any specific obligations set out in 7.5 As regards Customer’s use of the Specific Terms; andSMS Products and the Additional SMS Products this shall be governed by the terms and conditions of the SMS Product Provider.
Appears in 1 contract
Sources: Service Agreement
Customer’s Obligations. 3.1 5.1 Save as expressly set out in this Agreement or as otherwise permitted by law, the Customer may not make any communication, display or performance to the public of any element of the AQMetrics Technology or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute any element of the AQMetrics Technology.
5.2 On or after the Effective Date, AQMetrics will provide the Customer with login and password details which will be used by the Customer and its permitted Authorised Users to access and use the Services.
5.3 The Customer shall promptly provide the CSU with:
3.1.1 be responsible for each Authorised User and all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies use of such information as may be required login and password details and will ensure that all login and password details are kept secure and confidential at all times and will not disclose them to any third parties who are not authorised by AQMetrics to use them.
5.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the CSU Services and/or the AQMetrics Technology and, in order to provide the event of any such unauthorised access or use, promptly notify AQMetrics.
5.5 The Customer shall ensure that its use of the Services and ensure that all information which it provides to the CSU is accurate, adequate AQMetrics Technology and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply Received Data complies with all applicable laws and regulations with respect to its activities under this Agreement;regulations.
3.2.5 5.6 The Customer shall ensure that the CSU has all necessary Authorised Users and Sub Users use the Services and the AQMetrics Technology in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User or Sub User's breach of this Agreement.
5.7 AQMetrics does not warrant or undertake that the Services or any other materials provided pursuant to this Agreement will meet the Customer’s requirements or that they or their access to and all necessary licencesor use will be uninterrupted, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain completefree from viruses, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out bug or error or completely secure. Except as expressly provided in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the ServicesAgreement, the Customer will inform entire risk as to the CSU of all health and safety rules and regulations products, the Services and any other reasonable security requirements that apply materials provided by AQMetrics is with the Customer, including for quality and performance and for accuracy or quality of any information transmitted, received or otherwise delivered via the Services.
5.8 All information provided to the Customer through the Services or the AQMetrics Technology is provided only as of the date published, and may be superseded by subsequent events or for other reasons.
5.9 Information provided through the Services or on the AQMetrics website is subject to change. AQMetrics may amend, update, suspend or delete any information in the content without notice at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health time and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andits sole discretion.
Appears in 1 contract
Sources: Terms & Conditions
Customer’s Obligations. 3.1 6.1 The Customer shall promptly shall:
(a) provide the CSU Secure Schools with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Secure Schools; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; andServices;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Secure Schools may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) comply with, and ensure that the Authorised Users comply with, any terms of use for the Secure Schools website or Platform applicable from time to time;
(e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Secure Schools, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Secure Schools from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Secure Schools' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 6.2 The Customer accepts and agrees the CSU to access its premises following:
(a) the Customer is and at all times remains fully responsible for the purposes Customer’s Network and its digital infrastructure generally (including without limitation their confidentiality, integrity, availability and resilience);
(b) any Vulnerability Assessment, scanning or audit is based only on sampling, and can only look at the condition of providing the Customer’s Network at the time it is undertaken. It is not possible to review everything and there will always be parts or areas of the Customer’s Network which are not reviewed; and
(c) any management information and Materials provided as part of the Services, are for guidance only, and are intended to help to improve the Customer’s cyber security. Secure Schools does not guarantee that the Customer will inform the CSU of all health be free from attacks, breaches and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. failures.
6.3 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the Customer’s premiseslegality, reliability, integrity, accuracy and quality of all such Customer Data.
3.4 6.4 The Customer shall comply with:
3.4.1 any specific obligations set defend, indemnify and hold harmless Secure Schools against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Specific Terms; andCustomer's breach of this Agreement or use of the Services and/or Platform Specification in breach of this Agreement.
Appears in 1 contract
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU withshall:
3.1.1 (a) provide Maxinity with all necessary timely co-operation and assistance in relation operation, information, access (including to this Agreement;
3.1.2 all necessary security access, Customer personnel assistance, access to or copies premises, office accommodation and other facilities), data, systems, Customer Data and documentation requested for the provision of such information as may be required by the CSU in order to provide the Services and ensure that such information is accurate in all information which it provides to the CSU is accurate, adequate and completematerial respects; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and ii) appoint a customer representative who shall inform have the CSU of any amendments authority to such documents) contractually bind the Customer on matters relating to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from iii) be responsible for procuring any third party co-operation reasonably required for the Customer);
3.2.2 provide such access to provision of the Customer’s personnel as may Services and be reasonably requested by responsible (at its own cost) for preparing the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offsrelevant premises and the Customer Operating Environment for the provision of Services; and, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (b) carry out all other Customer responsibilities set out in this Agreement agreement (Service Order Form or Statement of Work) in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Maxinity may adjust any agreed timetable or delivery schedule as reasonably necessary;
(c) ensure that the End Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any End User’s breach of this agreement;
(d) only allow End Users who have been issued with a username and password to access the Services and undertakes to take all necessary steps to prevent access to the Services by any person except End Users;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary (including but not limited to licenses for third party software) for Maxinity, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its Customer Operating Environment (and be responsible for ensuring that any End Users system) complies with the relevant minimum specifications provided by Maxinity from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Maxinity’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing (h) Use reasonable security precautions in connection with its use of the CSU Services The Customer is responsible for taking all reasonable steps to access its premises for mitigate the purposes risks inherent in the provision and receipt of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessincluding data loss. The Customer shall will take all necessary reasonable and usual precautions to protect safeguard the health Customer Operating Environment, including taking regular and safety useable backups to ensure against data loss, operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision and receipt of Services. Maxinity does not promise to back up Customer Data except to the CSU’s personnel whilst they are at extent detailed in the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 Service Order Form and Maxinity does not promise to retain any specific obligations data backup(s) for longer than the agreed data retention period as set out in the Specific Terms; andService Order Form. In all events, the Customer releases Maxinity from liability for loss of data to the extent that the data has changed since the time that Maxinity were last required by the Maxinity Back Up Policy to perform a backup.
(i) The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and Customer Materials.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 9.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary integrations with Customer or third party systems required to perform the Services;
(ii) all necessary documentation and support to facilitate integrations with Customer or third party systems required to perform the Services;
(iii) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (iv) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUagreement, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 9.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9.3 Customer agrees that the Supplier may use Customer’s premises
3.4 The 's name and logo and may disclose that Customer is a customer of the Supplier in advertising, press, promotion and similar public disclosures. This clause shall comply with:
3.4.1 any specific obligations set out in survive the Specific Terms; andexpiry or termination of this agreement.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 7.1 The Customer shall promptly shall:
a) provide the CSU Activ8 Intelligence with:
3.1.1 (i) all necessary co-operation and assistance in relation to its use of the Services and its rights and obligations under this Agreement;agreement; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Activ8 Intelligence; in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU Activ8 Intelligence to provide or monitor the Services use of the Services, including but not limited to Customer Data, security access information and configuration services;
b) pay the Licence Fees (so long as prior written consent has been sought from the Customerannually, in advance);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 c) comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 d) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner;
e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of this agreement;
f) ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services;
g) obtain and shall maintain all necessary licences, consents, and permissions necessary for Activ8 Intelligence, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
h) ensure that its network and systems comply with the relevant specifications provided by Activ8 Intelligence from time to time;
i) be solely responsible for procuring and maintaining its network connections from its systems to Activ8 Intelligence’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or caused by the internet.
3.3 When allowing j) the CSU Customer shall be solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Data.
7.2 In the event of any failure or delays in the Customer’s compliance with its obligations under this agreement, Activ8 Intelligence may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access its premises for the purposes of providing the Services, as reasonably necessary to procure compliance by the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andits obligations.
Appears in 1 contract
Customer’s Obligations. 3.1 5.1 The Customer shall shall:
5.1.1 promptly provide (and in any event on or before any timeframes specified in the CSU Solution Delivery Plan or otherwise specified by the Supplier from time to time) the Supplier with:
3.1.1 (a) all necessary co-operation and assistance in relation to this Agreement;Contract; and
3.1.2 (b) all necessary access to or copies of such information as may be required by the CSU Supplier; in order to provide the Services Services.
5.1.2 within ten (10) Business Days of being issued a set of completed Milestone Deliverables by the Supplier for acceptance, and ensure unless agreed in writing otherwise by the Supplier, review the Milestone Deliverables and following the review either:
(a) confirm acceptance of the set of Milestone Deliverables in full by promptly signing the provided Acceptance Certificate; or
(b) notify the Supplier in writing in accordance with clause 7.1 if the Customer considers that all information which it provides there are errors or omissions in any Milestone Deliverables, including the Software Solution failing to meet any aspect of the Specification in any material respect. Such notice shall trigger the issue resolution process set out in clause 7 and the parties shall seek to agree a resolution to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments issue to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSUSupplier to re-issue in full, its agents and subcontractors access a corrected set of Milestone Deliverables to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)Customer for acceptance;
3.2.2 5.1.3 perform the User Acceptance Tests in accordance with clause 6Error! Reference source not found.;
5.1.4 provide such access to the Customer’s personnel assistance as may be reasonably requested by the CSU Supplier from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs5.1.5 without affecting its other obligations under the Contact, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations Applicable Laws with respect to its activities under this Agreementthe Contract;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 5.1.6 carry out all other Customer responsibilities set out in this Agreement the Contract in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 5.1.7 ensure that the CSU to access its premises Authorised Users use the ODiSI Solution in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User's breach of the Contract;
5.1.8 obtain and shall maintain all necessary licences, consents, and permissions necessary for the purposes of providing Supplier, its contractors and agents to perform their obligations under the ServicesContract, including any licence in relation to the Third Party Software where the Customer will inform has chosen a self-hosted option for the CSU of Software Solution (the “Customer Consents”);
5.1.9 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
5.1.10 be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from all health Endpoint Systems to the Supplier's Integration Access Point, and safety rules all problems, conditions, delays, delivery failures and regulations and any all other reasonable security requirements that apply at any of the premises loss or damage arising from or relating to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 1 contract
Sources: Contract for the Supply of Services
Customer’s Obligations. 3.1
9.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Supplier, in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement, and shall be responsible for any Authorised User's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 9.2 The Customer shall ensure that all Authorised Users are provided with and sign up to the CSU Terms of Use prior to access its premises for the purposes such Authorised User's use of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take ensure that all necessary precautions to protect Authorised Users comply with the health and safety and security Terms of the CSU’s personnel whilst they are at the Customer’s premisesUse.
3.4 9.3 The Customer shall comply with:
3.4.1 any specific obligations set out in defend, indemnify and hold harmless the Specific Terms; andSupplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs Use.
Appears in 1 contract
Customer’s Obligations. 3.1 8.1 In addition to the obligations The Customer shall promptly meet the responsibilities agreed by the parties in the Order Form. The Supplier shall be relieved of any obligation to provide the CSU G-Cloud Services in the event that the Customer fails to meet any of its responsibilities and the Supplier may be obliged to increase the Usage Fees to reflect any increased obligation placed upon it by such failure.
8.2 The Customer shall, and shall ensure that Authorised Users shall, at no charge to the Supplier:
a. provide the Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;
3.1.2 (ii) all necessary access to or copies of such information complete and accurate information, systems, premises, facilities and utilities as may be required by the CSU Supplier;
(iii) all necessary assistance in a timely manner from an appropriately skilled, experienced and authorised representative, including such status update reports as the Supplier may reasonably require, in order to provide render the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested signG-offs, approvals and instructions required by the CSU in connection with the performance Cloud Services;
3.2.4 b. comply with all applicable laws and regulations with respect to its activities under or in connection with this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 c. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays, the Supplier may, at its reasonable discretion, adjust any agreed timetable or delivery schedule as reasonably necessary and make reasonable additional charges;
3.3 When allowing d. ensure that the CSU to access its premises Authorised Users use the G-Cloud Services and the Controlling Specification in accordance with the terms and conditions of this Agreement and shall be responsible for (i) any Authorised User’s breach of this Agreement and (ii) all activities carried out with an Authorised User’s password;
e. obtain, maintain and execute (as appropriate) all licences, documents, consents, and permissions necessary for the purposes Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the G-Cloud Services;
f. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
g. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to [the Supplier’s data centres], and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
h. inform the Supplier in writing if at any time during the provision of providing the G-Cloud Services, the Customer will inform notices or suspects that wrong assumptions have been made or wrong directions have been taken by the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. Supplier.
8.3 The Customer shall take comply, and shall procure that each Authorised User shall comply, with all necessary precautions minimum volume and/or Volume Capacity commitments as may be specified in the Statement of Price.
8.4 The Customer acknowledges and represents that the Transfer of Undertakings (Protection of Employment) Regulations 2006, as the same may be amended or varied (“Transfer Regulations”), do not apply to protect any use of, or provision of, the health and safety and security G-Cloud Services pursuant to this Agreement. If it is subsequently determined by a court or other tribunal of competent jurisdiction that the Transfer Regulations do apply to the G- Cloud Services and/or the manner in which they are performed by the Supplier pursuant to this Agreement and/or any employee or former employee of the CSU’s personnel whilst they are Customer or any Authorised User, the Customer shall indemnify and hold harmless the Supplier against any costs, claims, liabilities, damages, expenses and/or fines incurred by the Supplier in respect of redundancy, unfair dismissal, wrongful dismissal, breach of the Transfer Regulations or other claims relating to such employees, former employees and/or third parties. Each party agrees, at the Customerother party’s premises
3.4 The Customer shall request, to provide reasonable assistance to comply with:
3.4.1 any specific with legal obligations set out and to help the other party to mitigate its liability in the Specific Terms; andrelation to this clause.
Appears in 1 contract
Customer’s Obligations. 3.1 9.1 The Customer shall promptly provide the CSU withshall:
3.1.1 9.1.1 provide Trelica with all necessary co-operation and assistance in relation to this the Agreement;
3.1.2 9.1.2 provide Trelica with all necessary access to or copies of such information as may be required by the CSU Trelica in order to provide enable Trelica to discharge its obligations under the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; andAgreement;
3.1.3 copies of all of 9.1.3 without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 9.1.4 carry out all other Customer responsibilities set out in this the Agreement in a timely and efficient manner.. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Trelica may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 9.1.5 ensure that the CSU to access its premises for the purposes of providing Authorised Users use the Services, any Professional Services and the Customer will inform Documentation in accordance with the CSU User Terms, as incorporated by reference to this Agreement, and shall be responsible for any Authorised User’s breach of the Agreement;
9.1.6 obtain and shall maintain all health necessary licenses, consents, and safety rules permissions necessary for Trelica, its contractors and regulations agents to perform Trelica’s obligations under this Agreement, including without limitation the Services and any Professional Services;
9.1.7 ensure that its network and systems comply with the relevant specifications provided by Trelica on ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/minimum-requirements as updated from time to time;
9.1.8 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other reasonable security requirements that apply at any of the premises loss or damage arising from or relating to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premisesnetwork connections or telecommunications links or caused by the internet;
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out 9.1.9 ensure that its personnel are adequately trained in the Specific Termscorrect use of the Services and any Professional Services and are provided with first line technical support in connection with use of the Services or Professional Services;
9.1.10 provide Trelica, its employees, agents, consultants and subcontractors, with timely access to the Customer’s systems, and personnel, as reasonably required by Trelica to provide the Services or the Professional Services; and
9.1.11 keep a complete and accurate record of the Customer's access of the Software and its users (including all Authorised Users).
9.2 If the Customer becomes aware of any misuse of the Software, Services any Third Party Services or the Documentation, or any security breach in connection with the Agreement that could compromise the security or integrity of the Software, Services, any Third Party Services or the Documentation or otherwise adversely affect Trelica, the Customer shall, at its expense, immediately notify Trelica and fully co-operate with Trelica to remedy the issue as soon as reasonably practicable.
Appears in 1 contract
Sources: Master Subscription Agreement
Customer’s Obligations. 3.1 8.1 The Customer shall promptly shall:
(a) provide the CSU Supplier with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;agreement as requested by the Supplier; and
3.1.2 (ii) (subject to clauses 7.7 and 11) all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time Supplier; in order to timeprovide the Services, including but not limited to Customer Data, security access information and configuration services;
3.2.3 provide all necessary or reasonably requested sign-offs(b) without affecting its other obligations under this agreement, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws Applicable Laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications as agreed by the Parties in Schedule 7 (as may be amended); and.
3.3 When allowing (g) be, to the CSU extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems under the Customer’s control to access its premises for the purposes of providing Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Services, Customer's network connections or telecommunications links under the Customer will inform Customer’s control or caused by the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of internet under the premises to which the CSU requires access. Customer’s control.
8.2 The Customer shall take own all necessary precautions right, title and interest in and to protect the health and safety and security all of the CSU’s personnel whilst they are at Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
8.3 The Supplier shall not be liable or otherwise held responsible for a failure to comply with its obligations under this agreement to the extent that such failure results from or is otherwise connected to an act and/or omission of the Customer failure to comply with any of its obligations under this Agreement, including without limitation, the Customer’s premises
3.4 The Customer shall failure to comply with:
3.4.1 with any specific of its obligations set out in the Specific Terms; andunder this Agreement.
Appears in 1 contract
Sources: Managed Service Contract
Customer’s Obligations. 3.1 The Customer shall promptly shall:
(a) provide the CSU Ramboll with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU Ramboll; in order to provide the Services Software, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of (b) without affecting its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its other obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties,Ramboll may adjust any agreed timetable or delivery schedule as reasonablynecessary;
3.3 When allowing (d) ensure that the CSU Authorised Users use the Software in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User'sbreach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Ramboll, its contractors and agents to perform their obligations under this Agreement that are otherwise not already held by Ramboll;
(f) ensure that its network and systems comply with the relevant specifications provided by Ramboll from time to time;
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ramboll's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) designate in writing no more than two (2) individuals who shall have the sole authority to serve as points of contact between the Customer and Ramboll;
(i) be responsible for purchasing, obtaining, managing, and maintaining access to the bandwidth and internet connectivity for all of its Authorised Users to access the Software as contemplated hereunder;
(k) be responsible for its premises for actions, products, and services, and the purposes of providing content posted on or transmitted through the Services, Software; and
(l) training the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any Authorised Users on proper use of the premises to which the CSU requires accessSoftware and treatment of Customer Data. The Customer is further responsible for providing or obtaining the hardware at its location with which to access the Software, as contemplated hereunder. The Customer assumes full responsibility for the proper operations of any of its hardware and software, and under no circumstances shall take all necessary precautions to protect the health and safety and security Ramboll be responsible for any failures of the CSU’s personnel whilst they are at Customer owned and/or operated hardware/software. Ramboll shall not be responsible for, and may charge its then- current hourly rates for, services required as a result of the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in acts or omissions, modifications to or misuse of the Specific Terms; andSoftware.
Appears in 1 contract
Sources: Service Agreement
Customer’s Obligations. 3.1 The Customer shall promptly provide the CSU withshall:
3.1.1 all use the Service(s) for its own purpose only and may not resell, sub-license, or otherwise transfer any Service(s) to a third party unless provided for by this Agreement or otherwise approved by Puzzel;
3.1.2 provide Puzzel with necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU Puzzel in order to provide the Services Services, including but not limited to security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; andconfiguration services;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards inform Puzzel with at least fourteen (and shall inform the CSU 14) days’ notice of any amendments expected peaks in generated traffic (such as in connections with campaigns or similar) or planned actions which are likely to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to reduce the Customer’s premisescapacity to handle incoming traffic to give Puzzel the chance to take measures to handle such peaks, office accommodationincreases or capacity reductions (for the avoidance of doubt, Puzzel will not be liable for problems, malfunctions, or errors attributable to such peaks in traffic or reductions in capacity and always reserves the right to limit or suspend the Service if, in the reasonable opinion of Puzzel, the peak or reduction is likely to cause material disruptions to or problems in the Puzzel System or services provided to other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the CustomerCustomers);
3.2.2 provide such access 3.1.4 as soon as reasonably practical inform Puzzel of any accidents or technical problems likely to affect the Services or the Customer’s personnel as may be reasonably requested by the CSU from time capacity to timehandle incoming traffic;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 3.1.5 comply with all applicable laws and regulations with respect to its activities under this Agreementthese Terms;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 3.1.6 carry out all other Customer responsibilities set out in this Agreement these Terms in a timely and efficient manner, provided that in the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Puzzel may adjust any agreed timetable or delivery as reasonably necessary;
3.1.7 ensure that its Users use the Services in accordance with the conditions of these Terms and shall be responsible for any User's breach of these Terms and take all reasonable precautions to prevent unauthorised access to or use of the Services and shall notify Puzzel without undue delay of any unauthorised access or use;
3.1.8 ensure that its Users do not share User-ID or password (“Log-in Credentials”) with any unauthorised person or permit any unauthorised person to access the Service and shall be responsible for any unauthorised access or usage that occurs due to misuse of Log-in Credentials;
3.1.9 use its best efforts to prevent any intrusion of viruses, Trojan horses, worms, software bombs or similar items or computer programs into the Puzzel System;
3.1.10 ensure that its network and systems comply with the relevant specifications provided by Puzzel from time to time; and
3.1.11 be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Puzzel's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing 3.2 The Customer may not:
3.2.1 circumvent or disable any technological feature or security measure embedded in the CSU Service(s) or the Puzzel System;
3.2.2 use the Service(s) in ways which will or risks disrupt or impair Puzzel’s provision of services to access its premises other customers, including the generation of unreasonably high volumes of traffic not informed of beforehand in accordance with clause 3.1.3 above;
3.2.3 use the Service(s) to transmit illegal content, for spamming or unsolicited marketing or advertising activities, or to perform fraudulent activities (including bypassing of phone identification systems); and
3.2.4 port any individual telephone numbers used for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any provision of the premises Service(s), unless approved by Puzzel (such approval not to which be unreasonably withheld or delayed);
3.3 The Customer acknowledges and agrees that the CSU requires accessServices are provided on an "as is" and "as available" basis and that the Services may from time to time contain minor bugs and errors. The Customer understands and agrees that software completely free of errors cannot be attained within the software industry and that such minor bugs and errors shall take all necessary precautions not entitle the Customer to protect compensation. For the health and safety and security avoidance of doubt, this clause 3.3 shall not excuse or relieve Puzzel of its undertakings or liabilities under the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andSLA.
Appears in 1 contract
Sources: Master Services Agreement
Customer’s Obligations. 3.1 11.1 The Customer shall promptly shall:
(a) provide the CSU CoolCare with:
3.1.1 (1) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (2) all necessary access to or copies of such information as may reasonably be required by the CSU CoolCare, in order to provide render the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Licensed Software, the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(e) manage their Authorised Users’ login details and set appropriate access permissions for their Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for CoolCare, its contractors and agents to perform their obligations under this Agreement, including the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by CoolCare from time to time; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. 11.2 The Customer shall take use all necessary precautions reasonable endeavours (including the use of reasonable technical and organisational security measures) to protect prevent any unauthorised access to, or use of, the health and safety and security of Services and/or the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out Documentation and, in the Specific Terms; andevent of any such unauthorised access or use, promptly notify CoolCare.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 8.1 The Customer shall promptly and (where appropriate) shall procure that any End User shall:
8.1.1 provide the CSU Causeway with:
3.1.1 (a) all necessary co-operation and assistance in relation to this Agreement;agreement; and
3.1.2 (b) all necessary access to or copies of such information as may be required by the CSU ▇▇▇▇▇▇▇▇; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 8.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that 8.1.3 comply with the CSU has all necessary access requirements of any subcontractor engaged by ▇▇▇▇▇▇▇▇ to and all necessary licences, rights and consents assist with the provision of the Services as notified to use all the Customer Data and all Customer Materialsfrom time to time;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 8.1.4 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Causeway may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing 8.1.5 ensure that the CSU Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement, and the Customer shall be responsible for any Authorised User's or (where appropriate) End User’s breach of this agreement;
8.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for Causeway, its contractors and agents to access its premises for the purposes of providing perform their obligations under this agreement, including without limitation the Services;
8.1.7 ensure that its network and systems (or that of any End User) comply with the relevant specifications provided by Causeway from time to time; and
8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Causeway's data centres, the Customer will inform the CSU of and all health problems, conditions, delays, delivery failures and safety rules and regulations and any all other reasonable security requirements that apply at any of the premises loss or damage arising from or relating to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in 's network connections or telecommunications links or caused by the Specific Terms; andinternet.
Appears in 1 contract
Customer’s Obligations. 3.1 11.1 The Customer shall promptly shall:
11.1.1 provide the CSU DTS with:
3.1.1 11.1.1.1 all necessary co-operation and assistance in relation to this Agreement;agreement and the Support which in connection with the latter may include changing, installing or reinstalling new or existing versions of web browser software or new components, or modifying processes; and
3.1.2 11.1.1.2 all necessary access to or copies of such information as may be required by the CSU DTS; in order to provide the Services Services, including but not limited to Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer)configuration services;
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 11.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreementagreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 11.1.3 carry out all other Customer responsibilities set out in this Agreement agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, DTS may adjust any agreed timetable or delivery schedule as reasonably necessary;
11.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of this agreement;
11.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for DTS, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
11.1.6 ensure that the Supported Environment, including its network and systems comply with the relevant specifications provided by DTS from time to time;
11.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to DTS's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
11.1.8 following industry standard procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction; and
11.1.9 maintaining a procedure external to the Software for reconstruction of lost or altered files, data and programs.
3.3 When allowing 11.2 The Customer shall provide DTS with any and all safe and unencumbered access to, movement around and egress from the CSU Supported Environment, whether physical or remote. Such access and assistance may include:
11.2.1 carrying out determination activities such as performing network traces, capturing error messages, collecting configuration information and other similar activities to allow DTS to reproduce an Error; and
11.2.2 resolution activities such as granting access its premises for to the purposes Customer’s personnel.
11.3 In order to ensure the smooth use and operation of providing the ServicesSoftware and mitigate the need to obtain Support, the Customer will inform agrees that it shall have any and all Authorised Users complete basic training on the CSU of all health Software, Documentation and safety rules and regulations and any other reasonable security requirements that apply at any of Supported Environment using the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andself-paced courses available.
Appears in 1 contract
Sources: Software as a Service Agreement
Customer’s Obligations. 3.1 The 7.1 Save to the extent that the Parties have agreed otherwise in writing, the Customer shall promptly must provide to the CSU withSupplier, or procure for the Supplier, such:
3.1.1 all necessary (a) co-operation operation, support and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and completeadvice; and
3.1.3 copies of all of its relevant policies, rules, procedures (b) information and quality standards (and shall inform the CSU of any amendments to such documents) documentation; as are reasonably necessary to enable the CSU Supplier to comply with perform its obligations under this Agreement.
3.2 7.2 The Customer shall promptly:
3.2.1 allow must provide to the CSUSupplier, its agents and subcontractors or procure for the Supplier, such access to the Customer’s premises's computer hardware, office accommodationsoftware, networks and systems as may be reasonably required by the Supplier to enable the Supplier to perform its obligations under this Agreement.
7.3 The Customer shall ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and comply with any associated ▇▇▇▇ or third party software licence terms, and shall also be responsible for any Authorised User’s breach of this Agreement.
7.4 The Customer shall obtain and shall maintain all necessary licences, consents, and permissions or otherwise necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services.
7.5 The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems. Any problems, conditions, delays, delivery failures and all other facilities loss or damage that may arise from or relate to the Customer's network connections or telecommunications links or further issues caused by the internet or third party providers that provide these Services shall be the responsibility of the Customer.
7.6 The Customer shall brief the Supplier and all Supplier Personnel of all health, safety and security matters that apply to it and them at the Site; and provide on-Site working space, facilities, storage and equipment as reasonably required by the CSU to Supplier.
7.7 In respect of the IT Infrastructure, the Customer shall:
7.7.1 provide the Services access (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access whether on-Site or off-Site) to the Customer’s personnel Supplier and Supplier Personnel to the IT Infrastructure as may be reasonably requested by required to perform the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply 7.7.2 take all reasonable steps to secure, care for, maintain and operate the IT Infrastructure in accordance with all applicable laws and regulations with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Datagenerally accepted industry practice; and
3.2.7 carry out 7.7.3 take responsibility for all other responsibilities set out in this Agreement in a timely data stored on and efficient manner.
3.3 When allowing transferred to and from the CSU to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Specific Terms; andIT Infrastructure
Appears in 1 contract
Sources: Service Agreement
Customer’s Obligations. 3.1 4.1 The Customer shall promptly shall:
(a) provide the CSU AirSpeed with:
3.1.1 (i) all necessary co-operation and assistance in relation to this Agreement;; and
3.1.2 (ii) all necessary access to or copies of such information as may be required by the CSU AirSpeed in order to provide the Services and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 (b) comply with all applicable laws Applicable Laws and regulations Regulations including DP Laws with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, AirSpeed may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.3 When allowing (d) ensure that any users of the CSU Services use the Services in accordance with the terms and conditions of this Agreement and in particular the Documentation and shall be responsible for any user's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for AirSpeed, its contractors and agents to access perform their obligations under this Agreement, including without limitation the provision of the Services;
(f) ensure that its premises network and systems comply with the relevant specifications provided by AirSpeed from time to time;
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to AirSpeed’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the purposes Customer's network connections or telecommunications links or caused by the internet;
(h) ensure that any users of providing the Services shall use the Services according to the reasonable instructions given to the Customer from AirSpeed in writing from time to time; and
(i) ensure that where minimum age recommendations apply to any part of the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements those Services are not viewed or used by anyone below that apply at any minimum age.
4.2 All use of the premises Services, whether or not authorised by the Customer, will be deemed the Customer’s use and you will be responsible in all respects for all such use.
4.3 The Services may contain or make available information, content, merchandise, products and services provided by third parties and for which there may be charges payable to third parties and in these cases, you acknowledge and agree that you are dealing with the third party and not AirSpeed.
4.4 You acknowledge and agree that you are solely responsible for all content you upload or download, post, email or otherwise transmit via the Internet.
4.5 You agree not to use the Services fraudulently or in connection with a criminal offence or for the purpose of initiating unsolicited communications or storing and/or communicating any material which conflicts with any laws, is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or which breaches any person’s intellectual property rights or rights of privacy or is otherwise illegal or unlawful or causes damage or injury to any person or property.
4.6 Without prejudice to its other rights, any misuse by you of the CSU requires access. Services or other breach of your obligations under this Agreement will entitle AirSpeed to suspend the provision of the Services or terminate this Agreement at our discretion.
4.7 The Customer shall take indemnify and keep indemnified and hold harmless the Supplier on demand from and against all necessary precautions to protect the health and safety any losses, liabilities, claims, costs (including legal costs), charges, expenses, actions, proceedings, demands and security of the CSU’s personnel whilst they are at damages arising from the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 use or misuse of the Services or failure to prevent misuse of the Services by others, or any specific other breach by you of your obligations set out in the Specific Terms; andunder this Agreement.
Appears in 1 contract
Sources: Terms and Conditions
Customer’s Obligations. 3.1 7.1. The Customer shall promptly shall:
7.1.1. pay the Fees when due;
7.1.2. comply, and procure that the End User complies, with any Supplier policies (including any acceptable use policy) that may be in place from time to time;
7.1.3. provide the CSU Supplier with:
3.1.1 , and procure that the End User provides to the Supplier, all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies of such information as may be required by the CSU Supplier in order to provide the Services Managed Service, including Customer Data, security access information and ensure that all information which it provides to the CSU is accurate, adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access interfaces to the Customer’s premises's and End User's other business applications, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide together with such access to the Customer’s personnel assistance as may be reasonably requested by the CSU Supplier;
7.1.4. comply with all applicable laws and regulatory requirements with respect to its activities under the Contract;
7.1.5. take good care, and procure that the End User takes good care, of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Customer personnel or End User personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time;
3.2.3 7.1.6. maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Customer’s or End User's premises against all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Servicesrisks;
3.2.4 comply with all applicable laws 7.1.7. not, and regulations with respect to its activities under this Agreementshall procure that the End User shall not, store, distribute or transmit any material through the Managed Service that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
3.2.5 ensure 7.1.8. take all reasonable precautions, and procure that the CSU has End User takes all necessary reasonable precautions, against unauthorised access to and all necessary licences, rights loss of data and consents to ensure that its data is backed up;
7.1.9. shall use all Customer Data reasonable endeavours to procure that it, the End User, and all Customer Materials;
3.2.6 maintain complete, up any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer DataContract; and
3.2.7 carry out 7.1.10. where applicable and appropriate, comply (and shall procure that the End User shall comply) at all other responsibilities times with the terms of any end user software licences as notified by the Supplier to the Customer from time to time, including the terms of the end user licence agreement set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU Schedule 2 to access its premises for the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the premises to which the CSU requires accessthese Conditions. The Customer shall take ensure that the End User agrees as a contractual obligation within the Prime Contract, to comply at all necessary precautions times with all end user licence agreements as notified by the Supplier to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out from time to time, including those in the Specific Terms; andSchedule 2.
Appears in 1 contract
Sources: Supply of Managed Cloud Service
Customer’s Obligations. 3.1 6.1 The Customer shall promptly provide may not use the CSU with:SDK after completion of the Trial Period pursuant to Section 9.1.
3.1.1 all necessary co-operation and assistance in relation to this Agreement;
3.1.2 all necessary access to or copies 6.2 The Customer may use each of such information as may be required by the CSU in order to provide the Services and ensure that all information packages (Annex I), which it provides can choose on the order page, only once for the duration of the testing period as per Section 9.1.
6.3 The Customer is prohibited from using, leasing, passing on or transferring its App with a trial license for productive purposes.
6.4 The use of the SDK in the scope of services for third parties (for example, in the context of audits or reviews) is not permitted.
6.5 At the end of the test period, the Customer must properly delete the test data, hand over backup copies created, uninstall the SDK and irreversibly delete any remaining software rem- nants from the IT system. At doo's request, the Customer is to confirm the fulfillment of the aforementioned obligations in writing.
6.6 Any technical implementation as well as the fulfillment of system requirements of the SDK are the Customer's own responsibility. The Customer is obliged to adhere to the CSU is accuraterequirements of the SDK, adequate in particular regarding the correct technical implementation and complete; anduse of the SDK. The Customer acknowledges that improper implementation and use may result in deficiencies in the functionality of the SDK or even the entire App even after the Trial Period has expired.
3.1.3 copies 6.7 Any technical implementation as well as the fulfillment of all of its relevant policies, rules, procedures and quality standards (and shall inform system requirements regarding any individually agreed support services are the CSU of any amendments Customer's own responsibility. This applies in par- ticular to such documents) support services that the Customer would like to enable the CSU to comply with its obligations under this Agreementuse via Slack.
3.2 6.8 The Customer shall promptly:is obliged to follow all SDK security precautions. In particular, the Customer must refrain from bypassing authentication or encryption mechanisms, performing reverse engineering (unless expressly permitted by law), or misusing SDK methods for purposes other than those intentionally intended by doo.
3.2.1 allow 6.9 When using the CSUSDK, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 Customer will comply with all applicable laws laws, including (but not limited to) copyright, trademark, privacy, and regulations import/export regulations. In addition, the Cus- tomer will comply with respect to its activities under this Agreement;
3.2.5 ensure that the CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies license terms of all data, programs Open Source Software used within the SDK and electronic records held disclosed by doo (e.g. in text files delivered with each respective current version of the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient mannerSDK).
3.3 When allowing 6.10 The Customer is obliged to back up its data at regularly scheduled intervals, commensurate with the CSU to access its premises for risk involved with the purposes of providing the Services, the Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any use of the premises to which the CSU requires access. SDK.
6.11 The Customer shall take all necessary precautions to protect must disclose the health and safety and security use of the CSU’s personnel whilst they are at SDK by listing the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out SDK in the Specific Terms; and"About" section of its App and displaying a logo provided by doo.
Appears in 1 contract