Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work. 3.3 The Customer shall remain responsible for the use of the Managed Services under its control. 3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- service attack. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier. 3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include: (a) failure of Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order. 3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. 3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances: (a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or (b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or (c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Managed Services. 3.1 The Supplier Core will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) term of the Agreement unless earlier terminated for any reason.
3.2 The Supplier Core shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement Scope of WorkWorks.
3.3 The Customer shall adhere to the Acceptable Use Policy at all times.
3.4 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties that Customer has authorised to use the Managed Services.
3.4 3.5 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier Core in writing. This includes informing the Supplier Core promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier Core will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 3.6 The Customer shall not provide the Managed Services to third parties without the prior written consent of the SupplierCore.
3.6 3.7 The Customer acknowledges that certain conditions outside of the SupplierCore’s control may adversely impact the ability of the Supplier Core to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system.;
(b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, Core excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this;
(c) network Network connectivity issues between Local System Components Customer server and the SupplierCore’s monitoring platform;
(d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems.
3.7 The Supplier 3.8 Core reserves the right to:
(a) modify the SupplierCore's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCore's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier Core shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 6.1 The Customer shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that the Customer has authorised to use the Managed Services.
3.4 6.2 The Customer must take reasonable measures to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 6.3 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 6.4 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 6.5 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 6.6 If the Supplier breaches its obligations in Clause 3.14.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 6.7 The Managed Services acquired by the Customer acknowledges that under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
6.8 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Customer notice of what actions the Customer must take to suspendreinstate the Managed Services and/or Products. If the Customer fails to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, may terminate the Cloud Services or clients of the Supplierapplicable Managed Service.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer shall remain responsible for the use of the Managed Services under its control.
3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack.
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of- service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order.
3.8 If the Supplier breaches its obligations in Clause 3.13, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed service level arrangements (where applicableif any) or as otherwise stated in the Statement of Work.
3.3 2.2 Unless otherwise specified in the relevant Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely.
2.3 The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.4 The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denialdenial- of-of- service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.5 The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.6 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer HardwareClient hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components local system components and the Supplier’s platform;
(d) network connectivity issues between Local System Components local system components and its third party’s servers.
3.7 2.7 The Supplier reserves the right to:
(a) modify the Supplier's Systemsystem, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangementsservice level arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client- side equipment, Hardware and/or in the Client’s operating environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term.
2.9 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.10 The Customer acknowledges that Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Client notice of what actions the Client must take to suspendreinstate the Managed Services and/or products. If the Client fails to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier may terminate the applicable Managed Service.
11.1 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its networkotherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Cloud Services or clients Supplier may reasonably change prices, contents of the SupplierManaged Services, service hours or service levels.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) term set out in the applicable Statement of Work unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties (whether fraudulent or authorised by the Customer).
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or attack, distributed denial-of- of-service attackattack or other Virus or Vulnerability. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party ServicesServices including any upgrades to Third Party Services which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Managed Services in the event the Customer has not complied with any requirement to upgrade the Third Party Services and the Managed Services fail as a consequence of this;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Orderas soon as reasonably practicable.
3.8 If The Supplier may:
(a) occasionally, for operational reasons, introduce or withdraw Managed Service features, introduce process changes to improve the Supplier breaches its obligations in Clause 3.1quality of the Managed Services, change the technical specification of the Managed Services including, without limitation, service upgrades, provided that any such changes do not have a materially adverse effect on the performance or provision of the Managed Services. For any material changes, the Supplier shall give not less than twenty eight (28) days’ notice; or
(b) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of the Managed Services and it is the Customer’s responsibility to ensure these are adhered to; or
(c) interrupt the Managed Service for operational reasons (such as planned maintenance or service upgrades) or because of an emergency. Routine, planned maintenance of the Managed Services, Software or Maintained Equipment, that may require interruption of the Hosting Services (“Maintenance Events”) shall, at its expenseexcept for any emergency maintenance or other emergency action, use commercially reasonable endeavours not be performed during Normal Business Hours. The Supplier may interrupt the Hosting Services to correct any perform emergency maintenance or to take such non- conformance promptlyother action as is necessary in an emergency and shall restore the interrupted service as quickly as possible. Where practicable, or provide the Supplier will give the Customer with an alternative means of accomplishing as much notice as possible. In addition, the desired performanceSupplier may interrupt the Hosting Services outside Normal Business Hours for unscheduled maintenance at such time(s) as the Supplier may notify to the Customer from time to time. The Supplier shall at all times endeavour to keep any service interruptions to a minimum.
3.9 The Customer shall not store, distribute, introduce or transmit through the Managed Services:
(a) any Virus;
(b) any Vulnerability; or
(c) any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
3.10 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances:
(a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with this Agreement;
(b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties in writing or set out under a Statement of Work;
(c) providing any other services not covered in this Agreement or the applicable Statement of Work;
(d) training in use of any upgrades; and
(e) providing the Support Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer pursuant to the call for technical support.
3.11 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Hosting Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Hosting Services or the Cloud Hosting Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Hosting Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Hosting Services or clients of the Supplier.
3.12 Each Customer who operates a server is solely responsible for all stored and transmitted data of the server and all actions which emanate from the server. The Customer must take adequate measures which comply with the current state of technology to ensure that any misuse of the server is effectively prevented. The Supplier reserves the right to block any server at any time which causes a loss of network integrity or affects the network operation of other servers without prior warning including those actions which are not specifically referred to below. The Supplier further reserves the right to remove a server from the network if it is deemed to be causing excessive load or traffic over an unacceptably long period.
3.13 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier 3.1. CompanyNet will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) term of the Agreement unless earlier terminated for any reason.
3.2 The Supplier 3.2. CompanyNet shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement Scope of WorkWorks.
3.3 3.3. The Customer shall adhere to the Acceptable Use Policy at all times.
3.4. The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties that Customer has authorised to use the Managed Services.
3.4 3.5. The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier CompanyNet in writing. This includes informing the Supplier CompanyNet promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier CompanyNet will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 3.6. The Customer shall not provide the Managed Services to third parties without the prior written consent of the SupplierCompanyNet.
3.6 3.7. The Customer acknowledges that certain conditions outside of the SupplierCompanyNet’s control may adversely impact the ability of the Supplier CompanyNet to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system.;
(b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, CompanyNet excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this;
(c) network Network connectivity issues between Local System Components Customer server and the SupplierCompanyNet’s monitoring platform;
(d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems.
3.7 The Supplier 3.8. CompanyNet reserves the right to:
(a) modify the SupplierCompanyNet's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCompanyNet's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier CompanyNet shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 2.1. The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this the Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.2. The Supplier shall provide the Managed Services in accordance with the any Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 2.3. The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.4. The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.5. The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.6. The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 2.7. The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest procedure.
3.8 2.8. If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of these Managed Services Terms, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.9. The Customer acknowledges that Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. The Supplier shall be available for general questions via telephone, e-mail and/or chat through the designated channel (communicated separately and may be charged) in regard to the Products and Managed Services.
2.10. The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or Products. If the Client fails to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service.
2.11. The Supplier is entitled to amend the terms of the Agreement and these Managed Services Terms in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a order to reflect any changes and updates received from its third party not authorised under this Agreement suppliers or by the Supplier; or
(b) the law or a regulatory or government body requires otherwise if the Supplier or its hosting provider has reasonable grounds for such amendment. The Supplier may also make reasonable change to suspendprices, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients contents of the SupplierManaged Services, service hours or service levels.
Appears in 1 contract
Sources: Managed Services Terms
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 2.2 Unless otherwise specified in the relevant Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely.
2.3 The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.4 The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denialdenial- of-of- service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.5 The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.6 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers. ,
2.7 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the Term.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order.
3.8 2.8 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.9 The Customer acknowledges that Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
2.10 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Client notice of what actions the Client must take to suspendreinstate the Managed Services and/or Products. If the Client fail to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, may terminate the Cloud Services or clients of the Supplierapplicable Managed Service.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will shall provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Initial Term and a Subsequent Term (if applicable) unless earlier terminated for any reasonExtended Terms.
3.2 The Supplier shall provide the Managed Services in accordance Customer-site Equipment for use at the Site(s). Title to the Customer-site Equipment shall at all times remain with the Service Level Arrangements Supplier. Risk relating to the Customer-site Equipment shall at all times rest with effect from the start Customer and the Customer shall take out and maintain sufficient insurance to cover theft, loss, damage and replacement of the month after the SetCustomer-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Worksite Equipment.
3.3 The Service Level Agreement shall apply during the Initial Term and Extended Terms.
3.4 The Customer shall not store, distribute or transmit through the Wireless Services any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(b) facilitates illegal activity; or
(c) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.
3.5 The Customer shall remain responsible for the use of the Managed Services under its controlWireless Services, including any use by third parties (whether fraudulent or invited by the Customer).
3.4 3.6 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-denial- of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will shall work with the Customer to alleviate the situation as quickly as possible. The Parties parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any the Managed Service Services over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement the agreement and its provision of the Managed Services or the Service Level ArrangementsAgreement. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties parties shall follow the Service Change OrderProcedure.
3.8 If Notwithstanding any other provision of the Supplier breaches its obligations in Clause 3.1agreement, the Supplier shall, at its expense, does not warrant that the Customer's use commercially reasonable endeavours to correct any such non- conformance promptly, of the Managed Services shall be uninterrupted or provide the Customer with an alternative means of accomplishing the desired performanceerror-free.
3.9 The Customer acknowledges that terms set out on the Supplier or its sub-contracted hosting provider have Service Level Agreements accessible at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/legal/sla (which may be updated from time to time) are hereby deemed to be incorporated into the right to temporarily halt, alter or suspend the Cloud Services without liability agreement in relation to the Customer Managed Services.
3.10 The terms set out at, and accessible from, ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/legal/service-schedule (each as may be updated from time to time) are hereby deemed to be incorporated into the agreement in relation to the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Managed Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Wifi as a Service Agreement
Managed Services. 3.1 3.1. The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 3.2. The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 3.3. The Customer Client shall remain responsible for the use of the Managed Services under its control.
3.4 3.4. The Customer Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 3.5. The Customer Client shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 3.6. The Customer Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense.
3.7. The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 3.8. The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 If the 3.9. The Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or will not provide the Customer with an alternative means Managed Service, and bear no liability, in respect of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier defects or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstanceserrors:
(a) there is an attack on resulting from any modifications or enhancements of the Cloud Services or the Cloud Services are accessed or manipulated Third-Party Software not made by a third party not authorised under this Agreement or by the Supplier; or;
(b) resulting from incorrect use of the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; orThird-Party Software;
(c) an event for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or circumstance arises for which natural disasters; and
(d) resulting from the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, inter-relationship between the Cloud Services or clients of the Third-Party Software and any other software not supported by Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 5.1 The Supplier shall provide the Managed Services in accordance with to the Service Level Arrangements with Customer from the Acceptance Date until expiry or termination of this Agreement.
5.2 With effect from the start Acceptance Date, the Customer shall make such parts of the month after Customer's Operating Environment available to the Set-up Supplier as the Supplier may reasonably require to enable it to provide the Managed Services have been satisfactorily completed (where applicable) or to the Customer pursuant to this Agreement provided that:
5.2.1 all access shall be strictly limited to the part of the Customer's Operating Environment and to such of the Supplier Account Team as otherwise stated is required for proper performance of the Supplier's obligations under this Agreement; and
5.2.2 the Supplier shall comply with all security, audit and other procedures and requirements of the Customer which are notified to it from time to time by the Customer in the Statement of Workrelation to access.
3.3 5.3 If the Supplier fails to provide the Managed Services, the Customer may, without prejudice to its other rights, require the Supplier to re-perform the applicable Managed Service to enable full functionality and use of the Managed Services by the Customer.
5.4 The Customer shall not store, distribute or transmit through the Managed Services any material that:
5.4.1 is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
5.4.2 facilitates illegal activity;
5.4.3 depicts sexually explicit images; and/or
5.4.4 promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.
5.5 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or invited by the Customer).
3.4 5.6 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will shall work with the Customer to alleviate the situation as quickly as possible. The Parties parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 5.7 The Customer shall not provide the Managed Services directly or indirectly to third parties without the prior written consent of the Supplierparties.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 5.8 The Supplier reserves the right at any time to:
(a) 5.8.1 modify the Supplier's System, its network, system configurations or routing configuration; or
(b) 5.8.2 modify or replace any Software in its network or, subject to clause 5.9.2, to advise the Customer to modify or replace any of the Customer Hardware or software in its network or in equipment used to deliver any Managed Service over its networkthe Supplier’s System, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties parties shall follow the Change OrderControl Procedure.
3.8 If 5.9 Where the Supplier breaches its obligations in Clause 3.1advises the Customer of the necessity to modify or replace any of the Customer Hardware pursuant to clause 5.8.2, the Customer shall either:
5.9.1 immediately procure the modification or replacement of such Customer Hardware;
5.9.2 authorise the Supplier shall, at its expense, use commercially reasonable endeavours to correct modify or replace any such non- conformance promptly, or provide of the Customer with an alternative means Hardware to the extent necessary to enable the Supplier to deliver the Services (or any part of accomplishing them); or
5.9.3 give written notice to the desired performance.
3.9 The Supplier within five (5) Business Days of its receipt of the advice provided by the Supplier under this clause 5.9 that the Customer either will not modify or replace the Customer Hardware identified by the Supplier as being in need of modification or replacement or that the Customer will modify or replace that Customer Hardware at or by a later date, such date to be specified in the written notice, and the Customer acknowledges that upon giving written notice under this clause 5.9.3 the Supplier shall be under no obligation to provide Maintenance Services or its sub-contracted hosting provider have meet the right requirements of the Service Level Arrangements as otherwise required by this Agreement until it receives further written notice from the Customer confirming that it has either procured the modification or replacement of the Customer Hardware or authorising the Supplier to temporarily halt, alter modify or suspend replace the Cloud Services without liability Customer Hardware to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires extent necessary to enable the Supplier to deliver the Services (or its hosting provider to suspend, halt or alter any part of them).
5.10 The Supplier does not warrant that the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients Customer's use of the SupplierManaged Services shall be uninterrupted or error-free.
Appears in 1 contract
Sources: Master Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer shall remain responsible for the use of the Managed Services under its control.
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Third-Party Services;
(c) network Network connectivity issues between Local System Components and the Supplier’s platform;
(d) network Network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order.
3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 2.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.2 The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.3 The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.4 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 2.5 The Supplier reserves the right to:
(a) modify the Supplier's ’s System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's ’s obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 2.6 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.7 The Customer acknowledges that Managed Services acquired by the Supplier Client under the Agreement are solely for the Client’s own internal use and not for resale or its sub-contracted hosting provider have the right to temporarily haltlicensing, alter or suspend the Cloud Services without liability to the Customer unless otherwise agreed in the following circumstances:writing.
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the 2.8 The Supplier or its hosting provider to may suspend, halt revoke or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients limit use of the Supplier.Managed Services, wholly or partly (i) in case of late payments,
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work Service Specification and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of WorkService Specification.
3.3 The Customer shall remain responsible for the use of the Managed Services under its control.
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Third-Party Services;
(c) network Network connectivity issues between Local System Components and the Supplier’s platform;
(d) network Network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order.
3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reasonTerm.
3.2 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer Supplier shall not provide Managed Services at Client Sites unless otherwise set out in the Statement of Work.
3.4 The Client shall remain responsible for the use of the Managed Services under its control.
3.4 3.5 The Customer Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 3.6 The Customer Client shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 3.7 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer HardwareClient’s hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 3.8 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 3.9 The Supplier will not provide the Managed Service, and bear no liability in respect of defects or errors:
(a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier;
(b) resulting from incorrect use of the Third-Party Software;
(c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and
(d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier.
3.10 The Supplier shall be under no obligation to provide the Managed Services to the Client in the following circumstances (unless specified under the Statement of Work):
(a) unauthorised use of the Services by the Client or use otherwise than in accordance with this Agreement;
(b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing;
(c) providing any other services not covered herein;
(d) training; and
(e) providing the Managed Services to the Client where such support would have been unnecessary if the Client had implemented update(s) and upgrade(s) supplied or offered to the Client pursuant to the call for technical support.
3.11 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier 3.1. Core will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) term of the Agreement unless earlier terminated for any reason.
3.2 The Supplier 3.2. Core shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement Scope of WorkWorks.
3.3 3.3. The Customer shall adhere to the Acceptable Use Policy at all times.
3.4. The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties that Customer has authorised to use the Managed Services.
3.4 3.5. The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier Core in writing. This includes informing the Supplier Core promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier Core will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 3.6. The Customer shall not provide the Managed Services to third parties without the prior written consent of the SupplierCore.
3.6 3.7. The Customer acknowledges that certain conditions outside of the SupplierCore’s control may adversely impact the ability of the Supplier Core to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system.;
(b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, Core excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this;
(c) network Network connectivity issues between Local System Components Customer server and the SupplierCore’s monitoring platform;
(d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems.
3.7 The Supplier 3.8. Core reserves the right to:
(a) modify the SupplierCore's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCore's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier Core shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 4.1 The Supplier will provide the Managed Services in accordance with the Statement of Work applicable Quote and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The 4.2 By submitting an order through a Quote, the Customer:
(a) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects;
(b) agrees to pay the Supplier shall provide for all orders it submits for Products and the Managed Services in accordance with Services; and
(c) agrees to the Service Level Arrangements with effect from the start terms of the month after Agreement and the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Workapplicable Quote.
3.3 4.3 The Customer shall remain responsible for the use of the Managed Services under its control.
3.4 4.4 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack.
4.5 The Customer must take use all reasonable measures endeavours to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of- service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 4.6 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 4.7 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 4.8 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 4.9 If the Supplier breaches its obligations in Clause 3.14.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 4.10 The Customer acknowledges that the Supplier is not liable for defects in, or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability delays related to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the SupplierProducts.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 2.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this the Master Services Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 2.3 The Customer shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Customer has authorised to use the Managed Services.
3.4 2.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.5 The Customer shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 2.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 2.8 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 2.9 The Managed Services acquired by the Customer acknowledges that under the Agreement are solely for the Customer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
2.10 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Customer notice of what actions the Customer must take to suspendreinstate the Managed Services and/or Products. If the Customer fail to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier may terminate the applicable Managed Service.
2.11 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its networkotherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Cloud Services or clients Supplier may reasonably change prices, contents of the SupplierManaged Services, service hours or service levels.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) term set out in the applicable Statement of Work unless earlier terminated for any reason.
3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 The Customer shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties (whether fraudulent or authorised by the Customer).
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or attack, distributed denial-of- service attackattack or other Virus or Vulnerability. In the event of any such incident, the Supplier will work with the Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Hardware, software or operating system;
. (b) partial or full failure of Third-Party Services including any upgrades to Third Party ServicesServices which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Managed Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Services and the Managed Services fail as a consequence of this;
(c) network connectivity issues between Local System Components and the Supplier’s platform;.
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Orderas soon as reasonably practicable.
3.8 If The Supplier may:
(a) occasionally, for operational reasons, introduce or withdraw Managed Service features, introduce process changes to improve the Supplier breaches its obligations in Clause 3.1quality of the Managed Services, change the technical specification of the Managed Services including, without limitation, service upgrades, provided that any such changes do not have a materially adverse effect on the performance or provision of the Managed Services. For any material changes, the Supplier shall give not less than twenty eight (28) days’ notice; or
(b) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of the Managed Services and it is the Customer’s responsibility to ensure these are adhered to; or
(c) interrupt the Managed Service for operational reasons (such as planned maintenance or service upgrades) or because of an emergency. Routine, planned maintenance of the Managed Services, Software or Maintained Equipment, that may require interruption of the Hosting Services (“Maintenance Events”) shall, at its expenseexcept for any emergency maintenance or other emergency action, use commercially reasonable endeavours not be performed during Normal Business Hours. The Supplier may interrupt the Hosting Services to correct any perform emergency maintenance or to take such non- conformance promptlyother action as is necessary in an emergency and shall restore the interrupted service as quickly as possible. Where practicable, or provide the Supplier will give the Customer with an alternative means of accomplishing as much notice as possible. In addition, the desired performanceSupplier may interrupt the Hosting Services outside Normal Business Hours for unscheduled maintenance at such time(s) as the Supplier may notify to the Customer from time to time. The Supplier shall at all times endeavour to keep any service interruptions to a minimum.
3.9 The Customer shall not store, distribute, introduce or transmit through the Managed Services:
(a) any Virus;
(b) any Vulnerability; or
(c) any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
3.10 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances:
(a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with this Agreement;
(b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties in writing or set out under a Statement of Work;
(c) providing any other services not covered in this Agreement or the applicable Statement of Work;
(d) training in use of any upgrades; and
(e) providing the Support Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer pursuant to the call for technical support.
3.11 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Hosting Services without liability to the Customer in the following circumstances:
(a) there is an attack on the Cloud Hosting Services or the Cloud Hosting Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Hosting Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Hosting Services or clients of the Supplier.
3.12 Each Customer who operates a server is solely responsible for all stored and transmitted data of the server and all actions which emanate from the server. The Customer must take adequate measures which comply with the current state of technology to ensure that any misuse of the server is effectively prevented. The Supplier reserves the right to block any server at any time which causes a loss of network integrity or affects the network operation of other servers without prior warning including those actions which are not specifically referred to below. The Supplier further reserves the right to remove a server from the network if it is deemed to be causing excessive load or traffic over an unacceptably long period.
3.13 If the Supplier breaches its obligations in Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 4.1 The Supplier will provide the Managed Services in accordance with the Statement of Work applicable Service Specification and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 The 4.2 By submitting an order through a Service Specification, the Customer:
(a) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects;
(b) agrees to pay the Supplier shall provide for all orders it submits for Products and the Managed Services in accordance with Services; and
(c) agrees to the Service Level Arrangements with effect from the start terms of the month after Agreement and the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Workapplicable Service Specification.
3.3 4.3 The Customer shall remain responsible for the use of the Managed Services under its control.
3.4 4.4 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack.
4.5 The Customer must take use all reasonable measures endeavours to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of- service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 4.6 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 4.7 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 4.8 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change OrderRequest.
3.8 4.9 If the Supplier breaches its obligations in Clause 3.14.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.9 4.10 The Customer acknowledges that the Supplier is not liable for defects in, or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability delays related to the Customer in the following circumstances:
(a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the SupplierProducts.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 2.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this the Master Services Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.2 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicable) or as otherwise stated in the Statement of Work.
3.3 2.3 Unless otherwise specified in the relevant Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely.
2.4 The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.5 The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.6 The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.7 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 2.8 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 2.9 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.10 The Customer acknowledges that Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly
(i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Client notice of what actions the Client must take to suspendreinstate the Managed Services and/or Products. If the Client fail to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier may terminate the applicable Managed Service.
2.12 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its networkotherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Cloud Services or clients Supplier may reasonably change prices, contents of the SupplierManaged Services, service hours or service levels.
Appears in 1 contract
Sources: Master Services Agreement
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason.
3.2 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (where applicableif any) or as otherwise stated in the Statement of Work.
3.3 2.2 Unless otherwise specified in the relevant Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely.
2.3 The Customer Client shall remain responsible for the use of the Managed Services under its controlcontrol including any use by third parties that Client has authorised to use the Managed Services.
3.4 2.4 The Customer Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of- of-service attack. In the event of any such incident, the Supplier will work with the Customer Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 2.5 The Customer Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent Statement of Work or as otherwise agreed by the SupplierSuppler in writing.
3.6 2.6 The Customer Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions includeare listed below:
(a) failure of Customer Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 2.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer Client and the Parties shall follow the Change OrderRequest.
3.8 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term.
2.9 If the Supplier breaches its obligations in Clause 3.1paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- non-conformance promptly, or provide the Customer Client with an alternative means of accomplishing the desired performance.
3.9 2.10 The Customer acknowledges that Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if the Supplier or in its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services without liability absolute discretion finds that a risk to the Customer in overall integrity of the following circumstances:
Managed Services has occurred, or (aiii) there other reasonable grounds exist. If the cause of the suspension is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or
(b) the law or a regulatory or government body requires reasonably capable of being remedied, the Supplier or its hosting provider will provide the Client notice of what actions the Client must take to suspendreinstate the Managed Services and/or Products. If the Client fails to take such actions within a reasonable time, halt or alter the Cloud Services; or
(c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, may terminate the Cloud Services or clients of the Supplierapplicable Managed Service.
Appears in 1 contract
Sources: Master Services Agreement