Common use of BASIS OF THE CONTRACT Clause in Contracts

BASIS OF THE CONTRACT. 2.1 The Customer’s signature of the Agreement constitutes an offer by the Customer to purchase Equipment and/or the Services in accordance with these Conditions. 2.2 The Agreement shall only be deemed to be accepted when the Supplier issues written acceptance of the Agreement at which point and on which date the Contract shall come into existence ("Commencement Date"). 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Equipment or illustrations or descriptions of the Subscription Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Subscription Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force. 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue. 2.7 All of these Conditions shall apply to the supply of both Equipment and the Services except where application to one or the other is specified. 3.1 The Supplier shall provide the Subscription Services to the Customer in accordance with the Subscription Service Specification in all material respects. 3.2 Subject to the Customer purchasing the User Subscriptions in accordance with the terms of the Contract, the Supplier hereby grants to the Customer a non-exclusive, non- transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Subscription Services during the Subscription Term solely for the Customer's internal business operations. 3.3 Subject to clause 3.4 and clause 3.5, the Customer may, from time to time during the Contract, purchase additional User Subscriptions in excess of the number set out in Schedule 2. The Supplier shall grant Additional Users access to the Subscription Services in accordance with the provisions of this agreement. Any additional authorised user licences will be quoted at the time of purchase based on single licence pricing. No past discounts, pricing matrix or promotions will be valid after 7 business days of the initial quotation date in accordance with clause 2.6. 3.4 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 7 days of its approval of the Customer's request. 3.5 If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 21 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Schedule 2 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the month of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 3.6 The Supplier shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for: 3.6.1 Planned maintenance carried out during the maintenance window set by Microsoft 3.6.2 Unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance. 3.7 The Supplier will, as part of the Subscription Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at the Supplier's then current rates. 3.8 The Supplier shall use all reasonable endeavours to meet any performance dates for the Subscription Services specified in the Subscription Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Subscription Services. 3.9 The Supplier shall have the right to make any changes to the Subscription Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Subscription Services, and the Supplier shall notify the Customer in any such event. 3.10 The Supplier warrants to the Customer that the Subscription Services will be provided using reasonable care and skill.

BASIS OF THE CONTRACT. 2.1 The Customer’s signature of the Agreement constitutes an offer by the Customer to purchase Equipment and/or the Services in accordance with these Conditions. 2.2 The Agreement shall only be deemed to be accepted when the Supplier issues written acceptance of the Agreement at which point and on which date the Contract shall come into existence ("Commencement Date"). 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Equipment or illustrations or descriptions of the Subscription Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Subscription Services and/or Equipment described in them. They shall not form part of the Contract or have any contractual force. +▇▇(▇)▇▇▇▇▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇-▇▇▇▇.▇▇.▇▇ 2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue. 2.7 All of these Conditions shall apply to the supply of both Equipment and the Services except where application to one or the other is specified. 3.1 The Supplier shall provide the Subscription Services to the Customer in accordance with the Subscription Service Specification in all material respects. 3.2 Subject to the Customer purchasing the User Subscriptions in accordance with the terms of the Contract, the Supplier hereby grants to the Customer a non-exclusive, non- non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Subscription Services during the Subscription Term solely for the Customer's internal business operations. 3.3 Subject to clause 3.4 and clause 3.5, the Customer may, from time to time during the Contract, purchase additional User Subscriptions in excess of the number set out in Schedule 2. The Supplier shall grant Additional Users access to the Subscription Services in accordance with the provisions of this agreement. Any additional authorised user licences will be quoted at the time of purchase based on single licence pricing. No past discounts, pricing matrix or promotions will be valid after 7 business days of the initial quotation date in accordance with clause 2.6. 3.4 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 7 days of its approval of the Customer's request. 3.5 If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 21 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Schedule 2 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the month of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). 3.6 The Supplier shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:: +▇▇(▇)▇▇▇▇▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇-▇▇▇▇.▇▇.▇▇ 3.6.1 Planned maintenance carried out during the maintenance window set by MicrosoftCisco 3.6.2 Unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance. 3.7 The Supplier will, as part of the Subscription Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at the Supplier's then current rates. 3.8 The Supplier shall use all reasonable endeavours to meet any performance dates for the Subscription Services specified in the Subscription Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Subscription Services. 3.9 The Supplier shall have the right to make any changes to the Subscription Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Subscription Services, and the Supplier shall notify the Customer in any such event. 3.10 The Supplier warrants to the Customer that the Subscription Services will be provided using reasonable care and skill.