Common use of RESOLD SERVICES Clause in Contracts

RESOLD SERVICES. 4.1 The Resold Services are provided ‘as is’ – The Supplier shall provide the Resold Services requested by the Customer from time to time, subject to the service descriptions, characteristics, service levels and rights and remedies set out by the Resold Services Providers. 4.2 The Supplier accepts no responsibility or liability for the Resold Services, or the failure or delay in providing them by the Resold Services Providers, as the Supplier has no control over the provision of such Resold Services. 4.3 The Resold Services consist of many different products and services and may change their terms and conditions, service descriptions and service levels from time to time. The Customer agrees that it is solely responsible for checking that the applicable provider’s terms and conditions, service descriptions and service levels, including as they may be changed from time to time, are acceptable to the Customer before placing any Order for Services. 4.4 The Customer acknowledges that its rights to the Resold Services do not include any licence, right, power or authority to cause any part of the Resold Services to become subject to the terms of any licence, such as an open source software licence, that requires as a condition of use, modification or distribution of software subject to the excluded license, that it or other software combined or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. 4.5 The Customer acknowledges that with respect to the provision of Resold Services, the following matters are the responsibility of the provider of the Resold Services and are not the responsibility of the Supplier: 4.5.1 the definition of the Resold Services; 4.5.2 the technology solution which is used to provide the Resold Services; 4.5.3 the technical and organisational measures which apply to any data centres from which the Resold Services are provided; 4.5.4 the service levels (and service credits) which apply to the Resold Services; 4.5.5 the provision of tools and management information to support consumption-based billing, and the management of subscriptions, products and resources associated with the Resold Services 4.5.6 arrangements for business continuity and disaster recovery for the Resold Services; 4.5.7 the facilities which are made available to back-up and restore data; 4.5.8 the facilities available for the return of Customer Data to the Customer during and at the end of the Call-Off Contract. 4.6 With respect to Microsoft Cloud Services 4.6.1 the Customer acknowledges that the Supplier is a reseller of Microsoft products and services under the Microsoft Cloud Solution Provider (CSP) programme. 4.6.2 the Customer is able to purchase Microsoft Cloud Services from Microsoft via its Call-Off Contract with the Supplier through entering into an Order, which will enable the Supplier to place an order with Microsoft. i.e. a binding contract between Microsoft and the Customer which applies to the Microsoft Cloud Services which are the subject of the Call- Off Contract. The terms of the Customer Agreement with Microsoft are not negotiable.