Managed Services. 3.1. The Supplier will provide the Managed Services in accordance with the Order Pack and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 3.2. The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Order Pack. 3.3. The Client shall remain responsible for the use of the Managed Services under its control. 3.4. The Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties by the Supplier on the same shared access infrastructure. 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 Client to alleviate the situation as quickly as possible 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. The Client shall not provide the Managed Services to third parties without the prior written consent of the Supplier. 3.6. The 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 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. 3.8. 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 Client and the Parties shall follow the Change Request. 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.
Appears in 3 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Managed Services. 3.1. The Supplier will provide the Managed Services in accordance with the Order Pack and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason.
3.2. 2.1 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements Agreements (if any) as stated in the Order PackForm.
3.3. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely.
2.3 The 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 Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties by the Supplier on the same shared access infrastructureinfrastructure as notified to the 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-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attackpossible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5. 2.5 The Client shall not provide the Managed Services to third parties without unless otherwise indicated in the prior written consent of Order Form or as otherwise agreed by the SupplierSuppler in writing.
3.6. The 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. 2.6 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 includeare listed below:
(a) failure of 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.
3.8. 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 ArrangementsAgreements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request.
3.9. 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 paragraph 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 Client with an alternative means of accomplishing the desired performance.
2.10 The 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 will not provide the Managed Servicemay suspend, and bear no liability, in respect of defects revoke or errors:
(a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier;
(b) resulting from incorrect limit use of the Third-Party Software;
Managed Services, wholly or partly (ci) for any reason external to the Third-Party Software including, but not limited to, failure in case 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.late payments,
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Managed Services. 3.1. 3.1 The Supplier will provide the Managed Services in accordance with the Order Pack 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 as stated in the Order PackStatement of Work.
3.3. 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control.
3.4. 3.4 The Client Customer must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties by the Supplier on the same shared access infrastructureinfrastructure 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 Client Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attackpossible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5. 3.5 The Client Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6. 3.6 The Client Customer acknowledges that the Supplier may at any time, with the ClientCustomer’s prior written approval, which shall not be unreasonably withheld, incorporate licence management software Optiq into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where collecting point in time server metrics for health and performance purposes to support the Supplier has a licencing responsibility for software installed on the Client serverManaged Services. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense.
3.7. 3.7 The Client 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 Client 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; and/or;
(d) network Network connectivity issues between Local System Components and its third party’s servers.
3.8. 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 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 Client Customer and the Parties shall follow the Change RequestOrder.
3.9. The 3.9 If the Supplier will not 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 Managed Service, and bear no liability, in respect Customer with an alternative means of defects or errors:
(a) resulting from any modifications or enhancements of accomplishing 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 Supplierdesired performance.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Managed Services. 3.1. The Supplier will provide the Managed Services in accordance with the Order Pack and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason.
3.2. 2.1 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Order PackStatement of Work.
3.3. 2.2 The 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. 2.3 The Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties by the Supplier on the same shared access infrastructureinfrastructure as notified to the 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-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attackpossible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5. 2.4 The 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. The 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. 2.5 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 includeare listed below:
(a) failure of 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.
3.8. 2.6 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 Client and the Parties shall follow the Change Request.
3.9. 2.7 The 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.
2.8 The Supplier will not provide the Managed Servicemay suspend, and bear no liability, in respect of defects revoke or errors:
(a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier;
(b) resulting from incorrect limit use of the Third-Party Software;
Managed Services, wholly or partly (ci) for any reason external to the Third-Party Software including, but not limited to, failure in case 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.late payments,
Appears in 1 contract
Sources: Master Services Agreement