Common use of Hosted Services Clause in Contracts

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. 2.2 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User Data; and/or (b) the occurrence of a Suspension Event. 2.3 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted Services, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance (or actually has damaged or degraded the same); (d) the occurrence of an Event of Force Majeure. 2.4 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 (for which the provisions of Clause 12 shall apply).

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees. 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose. 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User DataClient’s data; and/or (b) the occurrence of a Suspension Event. 2.3 2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted ServicesServices has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance (performance, whether due to failures in or actually has damaged problems with the Client Infrastructure, failures in or degraded problems with the same); (d) Connectivity Infrastructure, or the occurrence of an Event of Force Majeure. 2.4 2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 2.5 (for which the provisions of Clause 12 shall apply).

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error freefree.‌ 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non-exclusive non- transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order; and (b) use the Deliverables for the Licensing Purpose. 2.2 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User Data; and/or (b) the occurrence of a Suspension Event. 2.3 2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance (or actually has damaged or degraded the same); (d) the occurrence of an Event of Force Majeure. 2.4 2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 2.5 (for which the provisions of Clause 12 shall apply).apply).‌

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practicecare, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error freefree.‌ 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable limited licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order; and (b) use the Deliverables for the Licensing Purpose. 2.2 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User Data; and/or (b) the occurrence of a Suspension Event. 2.3 2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services, in the Supplier’s reasonable opinion, has the prospect of damaging Hosted Services or degrading performance (or actually has damaged or degraded the same); (d) the occurrence of an Event of Force MajeureMajeure (e) any failure of Client Infrastructure which impacts the Hosted Services. 2.4 2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 2.5 (for which the provisions of Clause 12 11 shall apply)apply).‌ 2.6 Client’s permitted users shall include only employees and directors of the Client and of any Client Entities expressly identified in the ‘Licensing Parameters’ section of the Order Form. The Client shall be responsible to the Supplier in relation to any use of the Software and/or Hosted Services by Client Entities and shall notify the use restrictions under this Contract to each relevant permitted user and ensure that all such users comply with the terms of this Contract. Every permitted user (whether associated with the Client or the Client Entitles) counts towards the numerical restrictions on users described in the ‘Licensing Parameters’ section of the Order Form.

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non-exclusive non- transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order; and (b) use the Deliverables for the Licensing Purpose. 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User Data; and/or (b) the occurrence of a Suspension Event. 2.3 2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance (or actually has damaged or degraded the same); (d) the occurrence of an Event of Force Majeure. 2.4 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 (for which the provisions of Clause 12 shall apply).;

Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error freefree.‌‌ 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose. 2.2 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the User Data; and/or (b) the occurrence of a Suspension Event. 2.3 2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted ServicesServices has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance (or actually has damaged or degraded the same); ) or (d) the occurrence of an Event of Force Majeure. 2.4 2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.4 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.4 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.4 2.5 (for which the provisions of Clause 12 shall apply).apply).‌‌‌