Common use of USE OF OUR SERVICES Clause in Contracts

USE OF OUR SERVICES. 4.1. The Services are provided for your sole use and benefit and may only be used for your internal business purposes, any other purposes set out in this Agreement or otherwise as agreed by us in writing. Subject to clause 6.2, you may not: (a) provide or permit use of the Services by anyone other than your Authorised Users; (b) use the Services for the benefit of a third party; or (c) use our name, logo or trademarks in any marketing, promotional material or other publication, unless required by law or with our prior written consent. 4.2. You must comply with all applicable laws in using the Services. 4.3. You must ensure that your Authorised Users comply with your obligations under this Agreement and you are liable for their conduct as if it were your own, including any loss, damage or claim caused by their conduct. 4.4. You warrant that you will comply with all applicable import, export and economic sanctions laws and regulations that prohibit or restrict the export, re-export or transfer of products, technology, service or data, directly or indirectly, to or from certain countries or end users. If you export or import the Services or technical data, you will secure all necessary clearance requirements, export and import licences and exemptions and make all proper filings. We may, on reasonable notice, audit and inspect your use of the Services to confirm your compliance with this Agreement and you agree to provide us with reasonable access and cooperation requested by us in connection with any such audit. 4.5. You must: (a) not commercially exploit or make available for the benefit of any third party any part of the Services; (b) not modify, decompile, disassemble or reverse engineer the Services nor attempt to do so, except as permitted by law; (c) only access the Services via the interfaces provided by us, and not create unauthorised links to, or frame or mirror, the Services; (d) not compromise or attempt to compromise the Services or the infrastructure over which the Services are provided; (e) not take any action that is likely to adversely affect the use or functionality of the Services; (f) comply with our security, technology and risk management requirements as communicated to you from time to time; (g) promptly notify us if you become aware of any matter that may affect the security or integrity of the Services. 4.6. You acknowledge that there are inherent risks associated with internet based information transmission and online service delivery, many of which are outside our reasonable control. For example, the Services may be affected by cyber-attacks or by third parties who provide or maintain aspects of the Services. If this occurs, we will make commercially reasonable efforts to make the Services available to you and assist you to access and recover Your Materials from the last available backup. We do not guarantee that your access to the Services or Your Materials will always be secure, uninterrupted or error free. To the maximum extent permitted by law, we will not be liable for any loss (including loss of any of Your Materials) which occurs outside our systems or our reasonable control. 4.7. Our Services are not intended to be used for archival purposes and you should retain separate backup copies of Your Material. 4.8. We may upgrade, maintain, backup or otherwise alter (Change) the Services from time to time. If we are aware that a Change will materially reduce the functionality of the Services, we will notify you accordingly with a reasonable Notice Period in order to minimise any potential disruption to you. 4.9. We may from time to time suspend the Services or disconnect or deny your access to the Services: (a) during any technical failure, modification or maintenance that relates to the Services although we will endeavour to procure the resumption of the Services as soon as reasonably practicable; (b) where you undermine the security or integrity of the Services; or (c) if you are, in our opinion, in breach of this Agreement. Where we suspend the Services (for reasons other than non- payment) we will endeavour to give reasonable notice to you. Notwithstanding any suspension of any Services under this clause 4.9, you shall remain liable for all fees due through the period of suspension. 4.10. We may change the terms of this Agreement by notifying you accordingly with a Notice Period of at least 30 days, or such shorter period as we may reasonably require. Unless those changes are required by law or to comply with applicable professional and ethical standards or codes, if you do not accept those changes, you may terminate this Agreement in accordance with clause 9.2(d). 4.11. The Services do not include the provision of legal advice or legal due diligence services.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

USE OF OUR SERVICES. 4.1. The Services are provided for your sole use and benefit and may only be used for your internal business purposes, any other purposes set out in this Agreement or otherwise as agreed by us in writing. Subject to clause 6.2, you may not: (a) provide or permit use of the Services by anyone other than your Authorised Users; (b) use the Services for the benefit of a third party; or (c) use our name, logo or trademarks in any marketing, promotional material or other publication, unless required by law or with our prior written consent. 4.2. You must comply with all applicable laws in using the Services. 4.3. You must ensure that your Authorised Users comply with your obligations under this Agreement and you are liable for their conduct as if it were your own, including any loss, damage or claim caused by their conduct. 4.4. You warrant that you will comply with all applicable import, export and economic sanctions laws and regulations that prohibit or restrict the export, re-export or transfer of products, technology, service or data, directly or indirectly, to or from certain countries or end users. If you export or import the Services or technical data, you will secure all necessary clearance requirements, export and import licences and exemptions and make all proper filings. We may, on reasonable notice, audit and inspect your use of the Services to confirm your compliance with this Agreement and you agree to provide us with reasonable access and cooperation requested by us in connection with any such audit. 4.5. You must: (a) not commercially exploit or make available for the benefit of any third party any part of the Services; (b) not modify, decompile, disassemble or reverse engineer the Services nor attempt to do so, except as permitted by law; (c) only access the Services via the interfaces provided by us, and not create unauthorised links to, or frame or mirror, the Services; (d) not compromise or attempt to compromise the Services or the infrastructure over which the Services are provided; (e) not take any action that is likely to adversely affect the use or functionality of the Services; (f) comply with our security, technology and risk management requirements as communicated to you from time to time; (g) promptly notify us if you become aware of any matter that may affect the security or integrity of the Services. 4.6. You acknowledge that there are inherent risks associated with internet based information transmission and online service delivery, many of which are outside our reasonable control. For example, the Services may be affected by cyber-attacks or by third parties who provide or maintain aspects of the Services. If this occurs, we will make commercially reasonable efforts to make the Services available to you and assist you to access and recover Your Materials from the last available backup. We do not guarantee that your access to the Services or Your Materials will always be secure, uninterrupted or error free. To the maximum extent permitted by law, we will not be liable for any loss (including loss of any of Your Materials) which occurs outside our systems or our reasonable control. 4.7. Our Services are not intended to be used for archival purposes and you should retain separate backup copies of Your Material. 4.8. We may upgrade, maintain, backup or otherwise alter (Change) the Services from time to time. If we are aware that a Change will materially reduce the functionality of the Services, we will notify you accordingly with a reasonable Notice Period in order to minimise any potential disruption to you. 4.9. We may from time to time suspend the Services or disconnect or deny your access to the Services: (a) during any technical failure, modification or maintenance that relates to the Services although we will endeavour to procure the resumption of the Services as soon as reasonably practicable; (b) where you undermine the security or integrity of the Services; or (c) if you are, in our opinion, in breach of this Agreement. Where we suspend the Services (for reasons other than non- payment) we will endeavour to give reasonable notice to you. Notwithstanding any suspension of any Services under this clause 4.9, you shall remain liable for all fees due through the period of suspension. 4.10. We may change the terms of this Agreement by notifying you accordingly with a Notice Period of at least 30 days, or such shorter period as we may reasonably require. Unless those changes are required by law or to comply with applicable professional and ethical standards or codes, if you do not accept those changes, you may terminate this Agreement in accordance with clause 9.2(d). 4.11. The Services do not include the provision of legal advice or legal due diligence services.

Appears in 1 contract

Sources: Terms and Conditions

USE OF OUR SERVICES. 4.1. The Services are provided for your sole use and benefit and may only be used for your internal business purposes, any other purposes set out in this Agreement or otherwise as agreed by us in writing. Subject to clause 6.2, you may not: (a) provide or permit use of the Services by anyone other than your Authorised Users; (b) use the Services for the benefit of a third party; or (c) use our name, logo or trademarks in any marketing, promotional material or other publication, unless required by law or with our prior written consent. 4.2. You must comply with all applicable laws in using the Services. 4.3. You must ensure that your Authorised Users comply with your obligations under this Agreement and you are liable for their conduct as if it were your own, including any loss, damage or claim caused by their conduct. 4.4. You warrant that you will comply with all applicable import, export and economic sanctions laws and regulations that prohibit or restrict the export, re-export or transfer of products, technology, service or data, directly or indirectly, to or from certain countries or end users. If you export or import the Services or technical data, you will secure all necessary clearance requirements, export and import licences and exemptions and make all proper filings. We may, on reasonable notice, audit and inspect your use of the Services to confirm your compliance with this Agreement and you agree to provide us with reasonable access and cooperation requested by us in connection with any such audit. 4.5. You must: (a) not commercially exploit or make available for the benefit of any third party any part of the Services; (b) not modify, decompile, disassemble or reverse engineer the Services nor attempt to do so, except as permitted by law; (c) only access the Services via the interfaces provided by us, and not create unauthorised links to, or frame or mirror, the Services; (d) not compromise or attempt to compromise the Services or the infrastructure over which the Services are provided; (e) not take any action that is likely to adversely affect the use or functionality of the Services; (f) comply with our security, technology and risk management requirements as communicated to you from time to time; (g) promptly notify us if you become aware of any matter that may affect the security or integrity of the Services. 4.6. You acknowledge that there are inherent risks associated with internet based information transmission and online service delivery, many of which are outside our reasonable control. For example, the Services may be affected by cyber-attacks or by third parties who provide or maintain aspects of the Services. If this occurs, we will make commercially reasonable efforts to make the Services available to you and assist you to access and recover Your Materials from the last available backup. We do not guarantee that your access to the Services or Your Materials will always be secure, uninterrupted or error free. To the maximum extent permitted by law, we will not be liable for any loss (including loss of any of Your Materials) which occurs outside our systems or our reasonable control. 4.7. Our Services are not intended to be used for archival purposes and you should retain separate backup copies of Your Material. 4.8. We may upgrade, maintain, backup or otherwise alter (Change) the Services from time to time. If we are aware that a Change will materially reduce the functionality of the Services, we will notify you accordingly with a reasonable Notice Period in order to minimise any potential disruption to you. 4.9. We may from time to time suspend the Services or disconnect or deny your access to the Services: (a) during any technical failure, modification or maintenance that relates to the Services although we will endeavour to procure the resumption of the Services as soon as reasonably practicable; (b) where you undermine the security or integrity of the Services; or (c) if you are, in our opinion, in breach of this Agreement. Where we suspend the Services (for reasons other than non- payment) we will endeavour to give reasonable notice to you. Notwithstanding any suspension of any Services under this clause 4.9, you shall remain liable for all fees due through the period of suspension. 4.10. We may change the terms of this Agreement by notifying you accordingly with a Notice Period of at least 30 days, or such shorter period as we may reasonably require. Unless those changes are required by law or to comply with applicable professional and ethical standards or codes, if you do not accept those changes, you may terminate this Agreement in accordance with clause 9.2(d). 4.11. The Services do not include the provision of legal advice or legal due diligence services. (a) charge you interest at the rate of 2% above the 90-day bank bill rate; (b) suspend our Services pursuant to clause 9.1; and/or (c) exercise a lien over any of Your Materials that are in our possession. 5.5. You agree to cover all our costs (including our legal costs) incurred by us in recovering any amount outstanding under this Agreement. 5.6. We reserve the right to amend a Quote at any time before it is accepted by you. 5.7. If we are required by law or by reason of any judicial, regulatory, professional or administrative process to produce documents, provide information or give evidence in connection with the Services, you agree to: (a) pay for the time spent by us at our then-current rates, and any expenses incurred by us, in complying with that requirement except where a claim or regulatory action is against us; and (b) promptly cooperate with us, including providing any consent, to the extent necessary for us to comply with that requirement.

Appears in 1 contract

Sources: Terms and Conditions