SPECIFIC TERMS RELATING TO THE SUPPLY OF SaaS. 3.1 This Clause 3 sets out terms relating to the supply of software applications (“Software”) and documentation (“Documentation”) provided by the Supplier online by subscription service as more particularly described in the G-Cloud Service Descriptions (“SaaS”). 3.2 Subject to the Customer purchasing the subscriptions (“User Subscriptions”) for the individuals the Customer authorises to use the Supplier’s SaaS Services (“Authorised Users”) in accordance with Call-Off Agreement the restrictions set out in this clause 3 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the subscription as set out in the Call- Off Agreement (“Subscription Term”) solely for the Customer's internal business operations. The Customer may purchase additional User Subscriptions in accordance with the price list associated with the relevant Service Description. 3.3 The Supplier shall, during the Subscription Term, provide the SaaS Services and make available the Documentation to the Customer on and subject to the terms of this agreement. 3.4 The Supplier shall use commercially reasonable endeavours to provide the service availability set out in the relevant Service Description, except for: 3.4.1 planned maintenance carried out outside the Normal Service Hours as set out in the Service Description, in which case the Supplier will provide a working week’s notice 3.4.2 unscheduled maintenance performed outside the Normal Service Hours as set out in the Service Description, provided that the Supplier has used reasonable endeavours to give the Customer at least 4 Normal Service Hours’ notice in advance. 3.5 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Service Hours in accordance with the relevant Service Definition in effect at the time that the Services are provided. The Supplier may amend the support services in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates. 3.6 In relation to the Authorised Users, the Customer undertakes that: 3.6.1 Where the number of User Subscriptions is under the control of the Customer, the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; 3.6.2 It will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; 3.6.3 Each Authorised User shall keep a secure password for his use of the Services and Documentation; 3.7 The Customer shall not access, store, distribute or transmit any viruses or other disruptive elements of the type described at Clause 7.1 of the Framework Agreement (“Viruses”), or any material during the course of its use of the Services that: 3.7.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 3.7.2 Facilitates illegal activity; 3.7.3 Depicts sexually explicit images; 3.7.4 Promotes unlawful violence; 3.7.5 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or 3.7.6 Causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 3.8 The Customer shall not: 3.8.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: 3.8.1.1 and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or 3.8.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or 3.8.2 Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or 3.8.3 Use the Services and/or Documentation to provide services to third parties; or 3.8.4 Licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or 3.8.5 Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and 3.9 The Customer shall: 3.9.1 Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. 3.9.2 Carry out all other Customer responsibilities set out in this agreement in relation to the SaaS Services in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; 3.9.3 Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement; 3.9.4 Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; 3.9.5 Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and 3.9.6 Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 3.9.7 The rights provided under this clause 3 are granted to the Customer only. The Supplier reserves all rights in and to the Software and the Documentation
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SPECIFIC TERMS RELATING TO THE SUPPLY OF SaaS. 3.1 2.1. This Clause 3 2 sets out terms relating to the supply of software applications (“Software”) and documentation (“Documentation”) provided by the Supplier online by subscription service as more particularly described in the G-Cloud Service Descriptions (“SaaSSaas”).
3.2 2.2. Subject to the Customer purchasing the subscriptions (“User Subscriptions”) for the individuals the Customer authorises to use the Supplier’s SaaS Services (“Authorised Users”) in accordance with Call-Off Agreement the restrictions set out in this clause 3 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the subscription as set out in the Call- Call-Off Agreement (“Subscription Term”) solely for the Customer's internal business operations. The Customer may purchase additional User Subscriptions in accordance with the price list associated with the relevant Service Description.
3.3 2.3. The Supplier shall, during the Subscription Term, provide the SaaS Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
3.4 2.4. The Supplier shall use commercially reasonable endeavours to provide the service availability set out in the relevant Service Description, except for:
3.4.1 2.4.1. planned maintenance carried out outside the Normal Service Hours as set out in the Service Description, in which case the Supplier will provide a working week’s notice
3.4.2 2.4.2. unscheduled maintenance performed outside the Normal Service Hours as set out in the Service Description, provided that the Supplier has used reasonable endeavours to give the Customer at least 4 Normal Service Hours’ notice in advance.
3.5 2.5. The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Service Hours in accordance with the relevant Service Definition in effect at the time that the Services are provided. The Supplier may amend the support services in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
3.6 2.6. In relation to the Authorised Users, the Customer undertakes that:
3.6.1 Where the number of User Subscriptions is under the control of the Customer, the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
3.6.2 2.6.1. It will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
3.6.3 2.6.2. Each Authorised User shall keep a secure password for his use of the Services and Documentation;
3.7 2.7. The Customer shall not access, store, distribute or transmit any viruses or other disruptive elements of the type described at Clause 7.1 of the Framework Agreement (“Viruses”), or any material during the course of its use of the Services that:
3.7.1 2.7.1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.7.2 2.7.2. Facilitates illegal activity;
3.7.3 2.7.3. Depicts sexually explicit images;
3.7.4 images 2.7.4. Promotes unlawful violence;
3.7.5 2.7.5. Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
3.7.6 Causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.8 The Customer shall not:
3.8.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
3.8.1.1 and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.8.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; or
3.8.2 Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.8.3 Use the Services and/or Documentation to provide services to third parties; or
3.8.4 Licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
3.8.5 Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.9 The Customer shall:
3.9.1 Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.9.2 Carry out all other Customer responsibilities set out in this agreement in relation to the SaaS Services in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
3.9.3 Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
3.9.4 Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
3.9.5 Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
3.9.6 Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
3.9.7 The rights provided under this clause 3 are granted to the Customer only. The Supplier reserves all rights in and to the Software and the Documentation
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Sources: G Cloud Terms and Conditions for the Supply of Services