Warranties and Representations. 12.1 The CONTRACTOR warrants and represents that: 12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR; 12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent)); 12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors; 12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification; 12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; 12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations; 12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER; 12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the: 12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and 12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER; 12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice; 12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products; 12.1.11 the Ordered IT Products are and will continue to be during the Term: 12.1.11.1 of satisfactory quality; 12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation; 12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period; 12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and 12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 24 contracts
Sources: Commoditised It Hardware and Software Framework Agreement, Contract for the Provision of Commoditised It Hardware and Software, Contract for the Provision of Commoditised It Hardware and Software
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) Services shall be provided and carried out by using appropriately experienced, qualified and trained CONTRACTOR Personnel personnel with all due skill, care and Sub-Contractorsdiligence;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 12.1.5 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Services by the CUSTOMERCLIENT;
12.1.8 12.1.6 it has taken and shall continue to take all steps, in accordance with Good Industry Practicegood industry practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into)virus, worm and/or trojan horse) onto the Ordered IT Products, Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERCLIENT;
12.1.9 12.1.7 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Services in accordance with Good Industry Practicegood industry practice;
12.1.10 12.1.8 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;Services; and
12.1.11 12.1.9 this Contract is established on the Ordered IT Products are terms and will continue conditions of the Model Contract for legal services without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CLIENT. In the event and to the extent only of any conflicts between this Contract and the Model Contract for legal services, the Model Contract for legal services shall prevail over this Contract.
12.2 The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be during remedied as a matter of urgency at no cost to the Term:CLIENT.
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out 12.3 Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the relevant Order and (if applicable) extent permitted by law.
12.4 Both the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security CLIENT and the CONTRACTOR shall ensure SERVICE PROVIDER warrants to the other that it has undertaken all aspects requisite corporate and other action to approve the entering into and performance of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresthis Contract.
Appears in 5 contracts
Sources: Contract for Legal Services, Contract, Contract for Legal Services
Warranties and Representations. 12.1 The CONTRACTOR a. Administrator represents and warrants that it is the owner of or otherwise has the right to use, distribute, and represents that:
12.1.1 it has full capacity license or sublicense all materials and authority methodologies used in connection with providing the services and products which are the subject of this Section 2.2(N), that such materials and methodologies (other than information or materials supplied by Trust and accurately reproduced in the Work) shall not infringe any copyright or other proprietary right of a third party, and that Administrator will comply with all necessary consents, licences applicable laws and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent regulations in performance of its Parent Companyobligations hereunder. Administrator represents and warrants that (1) the Work to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time and services to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 be provided by it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR Section 2.14 will be currently supported versions of that Software rendered using sound, professional practices and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder a competent and professional manner by knowledgeable, trained and qualified personnel; (including 2) the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products Work will be vetted in accordance with Good Industry Practice, configured using commercially reasonable technical specifications; (3) the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and Work will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 operate in conformance with the relevant specifications set out in terms of this ContractSection 2.14; (4) the Work to be performed by it under this Section 2.14 will not violate any law, statute, ordinance or regulation (including without limitation the relevant Order laws and regulations governing export control, unfair competition, anti-discrimination or false advertising; (5) the Work to be performed by it under this Section 2.14 will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (6) the Work to be performed by it under this Section 2.14 will not be obscene, child pornographic, or indecent; and (if applicable7) the manufacturer’s specifications Work to be performed by it under this Section 2.14 will be free of any software disabling devices, internal controls, or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
b. Administrator agrees to defend at its own cost and documentation;
12.1.11.3 free from material programming errors and material defects in designexpense any claim or action against Trust, manufacture its subsidiaries and/or affiliated companies, for actual or materials throughout alleged infringement of any patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any Work furnished to Trust by Administrator under this Section 2.14 or the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied use thereof by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresTrust.
Appears in 5 contracts
Sources: Administrator Agreement (Iowa Public Agency Investment Trust), Administrator Agreement (Iowa Public Agency Investment Trust), Administrator Agreement (Iowa Public Agency Investment Trust)
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR SERVICE PROVIDER will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Solutions by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT ProductsSolutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Solutions in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsSolutions;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 3 contracts
Sources: It Products and Services Contract, It Products and Services Contract, It Products and Services Contract
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR SERVICE PROVIDER will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Solutions by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT ProductsSolutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Solutions in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsSolutions;
12.1.11 the Ordered IT Products Solutions are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR SERVICE PROVIDER shall ensure that all aspects of the Ordered IT Products Solutions are the subject of quality management systems and risk mitigation measures.
Appears in 3 contracts
Sources: Contract, It Products and Services Contract, Contract
Warranties and Representations. 12.1 The CONTRACTOR warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) Services shall be provided and carried out by using appropriately experienced, qualified and trained CONTRACTOR Personnel personnel with all due skill care and Sub-Contractors;diligence.
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 12) in accordance with Good Industry Practice and its own established internal procedures;; and
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 12.1.5 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Goods and the Ordered Services by the CUSTOMER;.
12.1.8 12.1.6 it has taken and shall continue to take all steps, in accordance with Good Industry Practicegood industry practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into)virus, worm and/or Trojan horse) into the Ordered IT Products, Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 12.1.7 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Services in accordance with Good Industry Practicegood industry practice;
12.1.10 12.1.8 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of or the Ordered IT Products;Services; and
12.1.11 12.1.9 the Ordered IT Products are Goods (and will continue to be during all components thereof) and the Term:
12.1.11.1 Ordered Services are: of satisfactory quality;
12.1.11.2 ; in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 ; and free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;, as specified in the catalogue; and
12.1.11.4 12.1.10 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and.
12.1.11.5 consistent with any requirements set out or referred to in 12.1.11 this Contract relating is established on the terms and conditions of Schedule 2 (Model Contract) of the Framework Agreement for ICT Goods and associated Services version 6.00 without amendment thereto save for the necessary information to quality complete that Model Contract as specified in the Order placed by the CUSTOMER. In the event and security to the extent only of any conflicts between this Contract and the CONTRACTOR Model Contract for ICT Goods and associated Services version 6.00;
12.1.11.1 where the conflict is due to the addition of Special Terms, this Contract shall ensure that all aspects of prevail over the Ordered IT Products are Model Contract; otherwise
12.1.11.2 the subject of quality management systems Model Contract for ICT Goods and risk mitigation measures.associated Services version
Appears in 2 contracts
Warranties and Representations. 12.1 25.1 The CONTRACTOR warrants Supplier warrants, represents and represents undertakes to the Customer that:
12.1.1 25.1.1 it has full capacity and authority and all necessary consents, licences and licences, permissions (statutory, regulatory, contractual or otherwise) (including, including where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this its obligations under the Contract;
25.1.2 the Contract is executed by a duly authorised representative of the CONTRACTORSupplier;
12.1.2 25.1.3 in entering the Contract it has not committed any Fraud;
25.1.4 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010;
25.1.5 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent))Standards;
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 25.1.6 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 25.1.6.1 introduction, creation or propagation of any disruptive element element, virus, worms and/or Trojans, spyware or other malware (including any Malicious Software); and
12.1.8.2 25.1.6.2 unauthorised use of and modification or access access; to (or into), ) the Ordered IT ProductsSoftware, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERCustomer;
12.1.9 25.1.7 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Software in accordance with Good Industry Practice;
12.1.10 25.1.8 in performing its obligations under this Contract, all Software used by or on behalf of the Supplier will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
25.1.9 as at the Commencement Date, all information, warranties, statements and representations contained in the Tender and the PQQ Response for the Services and (unless otherwise agreed) any other document which resulted in the award of the Framework Agreement are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to execution of the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document which resulted in the award of the Framework Agreement shall be deemed repeated in this Contract with reference to the circumstances existing at the time that they are deemed to be repeated;
25.1.10 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract;
25.1.11 it is not subject to any contractual obligation, compliance with which is likely to have an adverse affect on its ability to perform its obligations under the Contract;
25.1.12 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue;
25.1.13 it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract and shall maintain the same in full force and effect;
25.2 The Supplier warrants represents and undertakes to the Customer that:
25.2.1 the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence;
25.2.2 it shall take all measures to avoid discharge its obligations hereunder (including the failure or reduced performance (in whole or in part) provision of the Ordered IT ProductsServices) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.11 25.2.3 the Ordered IT Products Services are and will continue to be during the TermContract Period:
12.1.11.1 25.2.3.1 of satisfactory quality;
12.1.11.2 25.2.3.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 25.2.3.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 25.2.3.4 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR Supplier shall ensure that all aspects of the Ordered IT Products Services are the subject of quality management systems and risk mitigation measures;
25.2.4 in the three (3) years prior to the Commencement Date:
25.2.4.1 it has conducted all financial accounting and reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and
25.2.4.2 it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established;
25.2.4.3 it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; and
25.2.5 for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards;
25.2.6 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Services.
25.3 For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier.
25.4 The Supplier acknowledges and agrees that:
25.4.1 the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and
25.4.2 the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.
Appears in 2 contracts
Sources: Framework Agreement, Framework Agreement
Warranties and Representations. 12.1 15.1 The CONTRACTOR SUPPLIER warrants and represents that:
12.1.1 15.1.1 it has full capacity and authority AUTHORITY and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and Framework Agreement AND that this Contract Framework Agreement is executed by a duly authorised representative of the CONTRACTORSUPPLIER;
12.1.2 15.1.2 as at the Effective Date, all information contained in its Tender remains true, accurate, and not misleading save as may have been specifically disclosed in writing to the AUTHORITY prior to the Effective Date;
15.1.3 this Contract Framework Agreement shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 15.1.4 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR SUPPLIER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 15.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsTraffic Management Technology) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 15.1.6 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract Framework Agreement and the use of the Ordered IT Products Traffic Management Technology by the CUSTOMERCustomers;
12.1.8 15.1.7 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into)virus, worm and/or trojan horse) into the Ordered IT ProductsTraffic Management Technology, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERAUTHORITY and Customers;
12.1.9 it shall take all measures 15.1.8 on behalf of itself and its Affiliates or Parent Company, in the three (3) Years prior to avoid any the Effective Date and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during continuing throughout the Term:
12.1.11.1 of satisfactory quality15.1.8.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
12.1.11.2 15.1.8.2 it has been in conformance full compliance with all applicable securities laws and regulations in the relevant specifications set out jurisdiction in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guaranteewhich it is established; and
12.1.11.5 consistent 15.1.8.3 it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the SUPPLIER’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement; and
15.1.9 in its acceptance of an Order, it will enter into a contract with a Customer on the terms and conditions of the Model Contract without amendment thereto save for the necessary information to complete the Model Contract as specified in the Order and save for the further amendments permitted by the inclusion of alternative Clauses and Schedules in the Model Contract.
15.2 The SUPPLIER acknowledges that any requirements set out breach of:
15.2.1 the warranties in Clause 15.1 (other than a breach of Clause 15.1.8) shall be remedied as a matter of urgency at no cost to the AUTHORITY. Failure to remedy (if capable of remedy) such to comply with Clause 15.1 within five (5) Working Days (or referred such longer period as the AUTHORITY in its sole discretion may allow) of notification by the AUTHORITY shall constitute a breach of this Framework Agreement entitling the AUTHORITY to terminate in accordance with Clause 13.4.5; and
15.2.2 its obligations in Clause 15.1.8 shall afford the AUTHORITY the right to immediately terminate this Framework Agreement in accordance with Clause 13.4.5 without liability or payment of any charges or costs whatsoever.
15.3 Except as expressly stated in this Contract relating Framework Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to quality and security the extent permitted by Law.
15.4 The SUPPLIER and the CONTRACTOR shall ensure AUTHORITY each warrants to the other that it has undertaken all aspects requisite corporate and other action to approve the entering into and performance of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresthis Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations. 12.1 15.1. The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 15.1.1. it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract Framework Agreement and that this Contract Framework Agreement is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 15.1.2. as at the date hereof, all information contained in its tender for the Services remains true, accurate, and not misleading save as may have been specifically disclosed in writing to the AUTHORITY prior to the execution of this Contract Framework Agreement;
15.1.3. this Framework Agreement shall be performed in compliance with all Laws (applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it 15.1.4. the Services shall perform its obligations hereunder (including the provision of the Ordered IT Products) be provided and carried out by using appropriately experienced, qualified and trained CONTRACTOR Personnel personnel with all due skill, care and Sub-Contractorsdiligence;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 15.1.5. it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 15) in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 15.1.6. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract Framework Agreement and the use of the Ordered IT Products Services by the CUSTOMERCustomers;
12.1.8 15.1.7. it has taken and shall continue to take all steps, in accordance with Good Industry Practicegood industry practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into)virus, the Ordered IT Products, worm and/or trojan horse) into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERCustomers;
12.1.9 it shall take all measures 15.1.8. on behalf of itself and its Affiliates or Parent Company, in the three (3) years prior to avoid any the date of this Framework Agreement and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during continuing throughout the Term:
12.1.11.1 of satisfactory quality15.1.8.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
12.1.11.2 15.1.8.2. it has been in conformance full compliance with all applicable securities laws and regulations in the relevant specifications set out jurisdiction in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guaranteewhich it is established; and
12.1.11.5 consistent 15.1.8.3. it has not performed any act or omission with respect to its financial accounting or reporting which could have an adverse effect on the SERVICE PROVIDER’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
15.1.9. in its acceptance of an Order, it will enter into a contract with a Customer on the terms and conditions of the Model Contract without amendment thereto save for the necessary information to complete the Model Contract as specified in the Order.
15.2. The SERVICE PROVIDER acknowledges that:
15.2.1. any requirements set out breach of the warranties in Clause 15.1 (other than a breach of Clause 15.1.8) shall be remedied as a matter of urgency at no cost to the AUTHORITY. Failure to remedy (if capable of remedy) such to comply with Clause 15.1 within five (5) Working Days of notification by the AUTHORITY shall constitute a breach of this Framework Agreement entitling the AUTHORITY to terminate in accordance with Clause 13.4.5; and
15.2.2. a breach of its obligations in Clause 15.1.8 shall afford the AUTHORITY the right to immediately terminate this Framework Agreement without liability or referred to payment of any charges or costs whatsoever.
15.3. Except as expressly stated in this Contract relating Framework Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to quality and security the extent permitted by law.
15.4. The SERVICE PROVIDER and the CONTRACTOR shall ensure AUTHORITY each warrants to the other that it has undertaken all aspects requisite corporate and other action to approve the entering into and performance of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresthis Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations. 12.1 14.1 The CONTRACTOR warrants SERVICE PROVIDER warrants, represents and represents undertakes to the CUSTOMER that:
12.1.1 14.1.1 it has full capacity and authority and all necessary consents, licences and licences, permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this its obligations under the Contract;
14.1.2 the Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this 14.1.3 the Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 14.1.4 in entering the Contract it has not committed any Fraud;
14.1.5 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010;
14.1.6 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsInformation Management & Learning Services) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) Contractors with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 14.1.7 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Information Management & Learning Services will be vetted in accordance with Clause 18, Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 14.1.8 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Information Management & Learning Services by the CUSTOMER;
12.1.8 14.1.9 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 the unauthorised use of, modification, access, introduction, creation or propagation of any disruptive element element, virus, worms and/or Trojans, spyware or other malware (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), ) into the Ordered IT ProductsInformation Management & Learning Services, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 14.1.10 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Information Management & Learning Services in accordance with Good Industry Practice;
12.1.10 14.1.11 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsInformation Management & Learning Services;
12.1.11 14.1.12 the Ordered IT Products Information Management & Learning Services are and will continue remain to be during the Term:
12.1.11.1 14.1. 12.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Call Off Contract
Warranties and Representations. 12.1 The CONTRACTOR warrants 2.11.1 ECMWF and represents the Contractor each warrant, represent and undertake that:
12.1.1 2.11.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORparty;
12.1.2 2.11.1.2 there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Contract; and
2.11.1.3 once duly executed this Contract will constitute its legal, valid and binding obligations.
2.11.2 The Contractor warrants, represents and undertakes that:
2.11.2.1 by the relevant Committed Delivery Date, it shall be performed in compliance with all Laws (as amended from time to time) deliver Machines capable of passing the appropriate Acceptance Tests, and all applicable standards (including ISO relevant components of such Machines shall operate in accordance with their respective Specifications and BS standards (or equivalent))Performance Criteria;
12.1.3 it shall perform its obligations hereunder (including 2.11.2.2 with effect from the relevant Delivery Date, the relevant manuals and other documentation will provide adequate instruction to enable ECMWF to make full and proper use of the Machines;
2.11.2.3 ECMWF's use and operation of the Machines and the provision of the Ordered IT Products) Works shall not infringe any intellectual property rights of any third party;
2.11.2.4 it has the full capacity and authority to grant any software licences included as part of the Works;
2.11.2.5 the Works shall be supplied and rendered by using appropriately experienced, qualified and trained CONTRACTOR Personnel personnel with all due skill, care and Sub-Contractorsdiligence;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 2.11.2.6 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with but not limited to Good Industry Practice and (without limiting the generality of this Clause 2.11) in accordance with its own established internal proceduresprocedures or with recognised international standards;
12.1.6 2.11.2.7 the period of warranty coverage for each Machine shall be as specified on the duration relevant Purchase Order regardless of the termination of this Contract. The Contractor shall provide warranty service with a call-out response time for each Machine as specified on the Purchase Order.
2.11.2.8 neither the Contractor nor any Contractor Personnel or any person acting on its behalf has offered, given or agreed to give any person any inducement or reward (or anything which might be considered an inducement or reward) in connection with ECMWF entering into this Contract;
2.11.2.9 it will comply with (and procure that the Contractor Personnel comply with) ECMWF’s reasonable requests in carrying out and delivering the Works.
2.11.3 The Contractor shall perform its obligations under this Contract in a manner that complies with all Laws in force during the Term and shall not cause ECMWF to breach any Laws in force during the Term.
2.11.4 If Malicious Code is found to have been introduced into any item of software or system by the Contractor or by any Contractor Personnel (whether or not the Contractor has fully complied with its obligations under this Clause 2.11), the Contractor will, at ECMWF’s request, take remedial action to eliminate the Malicious Code in consultation with ECMWF; and if the Malicious Code causes loss of data or a loss of operational efficiency in such item of software or system used and/or owned by ECMWF, at ECMWF’s request mitigate such loss and restore the efficiency and integrity of such data, software and system to the same state as before the introduction of the Malicious Code.
2.11.5 Notwithstanding inspection and acceptance by ECMWF or any provision concerning the conclusiveness thereof, the Contractor warrants that during the warranty periods the Works shall perform in all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted material respects in accordance with Good Industry Practice, the Security Policy technical specifications and functional description as provided in this Contract and as contained in the Standards then current release of the relevant technical manuals.
2.11.6 During the warranty periods the Contractor shall provide all routine and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary remedial maintenance for the performance Machines and keep the Machines in conformance with their published specifications, including routine maintenance and all necessary repairs. The warranty service shall cover the furnishing of replacement parts and/or Machines. The Contractor guarantees that replacement parts for each Machine in the Batch will be available for a period of five years from the relevant Committed Delivery Date.
2.11.7 If the Contractor is required to provide routine or remedial maintenance during the warranty period, it shall be at no cost to ECMWF. Any supplies or services corrected or replaced by the Contractor pursuant to this Clause 2.11 shall be subject to all provisions of this Contract and to the use same extent as were the original Works.
2.11.7.1 If the Contractor fails or refuses to provide routine or remedial maintenance within a reasonable time, ECMWF is authorized to remedy the defect itself or to have it remedied for the account of the Ordered IT Products by Contractor, or to demand payment in respect to the CUSTOMER;value of the supplies or services that have not been corrected.
12.1.8 it has taken 2.11.8 The Contractor shall perform remedial services after notification that any Machine is not operating correctly. The Contractor shall provide ECMWF with (a) designated point(s) of contact and make arrangements to enable its maintenance representative or an answering service to receive such notification.
2.11.9 The Contractor shall continue furnish malfunction incident reports to take all stepsECMWF upon completion of each intervention under the warranty service. The Contractor may, in accordance at no additional charge, make modifications to any Machine to improve its operation and/or reliability or to comply with Good Industry Practice, legal requirements subject always to prevent thethe prior concurrence of ECMWF that will not be unreasonably withheld.
2.11.10 The warranty service does not cover any damage or failure caused by:
12.1.8.1 introduction2.11.10.1 Site conditions that do not conform to Contractor's specifications; or
2.11.10.2 neglect, creation improper use, fire or propagation water damage, damage during transportation by ECMWF, or other causes beyond the Contractor's control.
2.11.11 If requested by ECMWF, the Contractor shall provide for on-site modification of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use Machines on the same terms as may be granted to other customers for the same type of and modification or Machines as supplied under this Contract. The Contractor shall also be permitted reasonable access to (or into)the Machines to carry out necessary modifications at the Contractor's request, the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or times and duration of access to be mutually agreed between the parties taking into consideration ECMWF's operational requirements. The Contractor shall keep ECMWF informed of such modifications as they occur.
2.11.12 Failure to agree upon any determination to be made under this clause shall be a dispute concerning a question of fact within the control of, or used by, meaning of Clause 2.17 of this Contract.
2.11.13 All costs relating to the CUSTOMER;
12.1.9 it transportation of Works covered under this warranty Clause 2.11 shall take all measures to avoid any and all data loss and data corruption during be wholly the provision responsibility of the Ordered IT Products in accordance with Good Industry Practice;Contractor.
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out 2.11.14 Except as expressly stated in this Contract, all warranties and conditions whether express or implied by Statute, Common Law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the relevant Order and (if applicable) extent permitted by law.
2.11.15 The Contractor warrants that the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods releases of Software Products are current when supplied by way the Contractor and will, when properly used:
2.11.15.1 enable the Machine to pass all Acceptance Tests and relevant standards of sale performance in accordance with the Specification and purchase they shall be supplied with full title guaranteeas provided in Section 6 and as committed in the Contractor’s tender; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Call Off Contract
Warranties and Representations. 12.1 9.1 Each party hereby represents and warrants to the other that:
9.1.1 such party has all requisite power and authority to execute this Agreement and to perform its obligations thereunder. The CONTRACTOR execution, delivery and performance of this Agreement and the transactions contemplated thereby have been duly authorised and approved by such party;
9.1.2 the execution and delivery of this Agreement by such party, and the consummation by such party of the transactions contemplated therein, will not breach or violate the organisational documents or any material contract, agreement, instrument, judgement, law or licence which is applicable to such party, or to which such party is bound; and
9.1.3 it shall be responsible for obtaining any consent, approval or authorisation of, or notice to, any governmental or regulatory authority or agency which is required to be obtained by such party in connection with its execution, delivery and performance of this Agreement.
9.2 Except as expressly provided in this Clause , no express or implied warranty is made by Developer with respect to any service, product, software release, data compilation or any other matter, including, without limitation, any implied warranties or conditions of merchantability, satisfactory quality or fitness for a particular purpose.
9.3 Developer hereby warrants and represents thatto Client as follows:
12.1.1 it 9.3.1 The Custom Software to be developed hereunder shall be of professional quality and will conform to generally accepted standards for software in the software development field. Any services performed by Developer which are determined by Client to be to be of less than professional quality or which contain errors or defects shall be corrected by Developer without charge.
9.3.2 The Design Specifications and Custom Software will contain only (i) original material created by Developer or (ii) material which has full capacity been properly licensed from third parties and authority has been used by Developer in accordance with the licenses for such materials, provided that the inclusion of all such third party materials shall have been agreed to by Client.
9.3.3 Neither any Design Specifications nor any Custom Software developed by Developer under any Delivery Order has been or will be assigned, transferred or otherwise encumbered, and neither any Design Specifications nor any Custom Software nor any portion thereof, infringes any patents, copyrights, trade secrets, or other proprietary rights of any third party, and Developer has no reason to believe that any such infringement or claims thereof could be made by third parties.
9.3.4 Developer has obtained or will obtain all necessary rights and licences to third party materials included in the Design Specifications or Custom Software to enable Client to use the Design Specifications and Custom Software for the purposes allowed hereunder and has provided or will provide to Client copies of all documents granting all such rights and licences.
9.3.5 To the best of Developer's knowledge the Custom Software, upon Acceptance by Client, shall be free of any and all necessary consents, licences "time bombs," disabling mechanisms and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended agreed) copy protect mechanisms which may disable the Custom Software or such other software, and Developer agrees to ensure that no data is lost as a result of same that was present in the Custom Software when accepted by Client. In addition, Developer warrants that its quality assurance procedures include testing the Custom Software for viruses using such virus testing utilities as are agreed from time to time) time between the parties.
9.3.6 The Custom Software shall function properly and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance substantial conformity with the relevant specifications set out in this Contract, Design Specifications and/or Delivery Order for a period of six months after the relevant Order and Final Custom Software Acceptance (if applicable) "the manufacturer’s specifications and documentation;Warranty Period"). During such Warranty Period, Developer shall correct any defects identified by Developer or by Client at no cost.
12.1.11.3 free from material programming errors and material defects in design9.4 No other representation, manufacture condition or materials throughout warranty, express or implied, is made with respect to the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with Custom Software or any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.other software or
Appears in 1 contract
Sources: Reciprocal Software Development Agreement (TRX Inc/Ga)
Warranties and Representations. 12.1 The CONTRACTOR 6.1 Supplier warrants and represents that:
12.1.1 6.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this ContractAgreement;
6.1.2 it shall provide the Deliverables with reasonable skill and care using appropriately trained, qualified and experienced staff and in accordance with:
(i) good industry practice; and (ii) the Supplier Code of Conduct;
6.1.3 it shall comply with all Applicable Law including, but not limited to, the Bribery Act 2010 and the Modern Slavery Act 2015;
6.1.4 neither it nor its Relevant Associates are involved or have been involved in any contract, agreement or other arrangement of any kind which could or may result in tax evasion or the facilitation thereof;
6.1.5 it shall not unlawfully discriminate on the basis of colour, nationality, race, religion/belief, ethnic origin, sex, marital status, disability, part-time or fixed term status, parental responsibilities, age or sexual orientation. Supplier agrees to observe and comply with and shall procure that its employees, agents, and sub-contractors (if any) observe and comply with any relevant legislation or regulations from time to time in force including, but not limited to, any relevant codes of practice published by the Equality and Human Rights Commission, and with Supplier's own relevant internal policies and such other policies as may be notified to Supplier from time to time by Customer;
6.1.6 receipt of and/or ownership and/or use of the Deliverables will not infringe the Intellectual Property rights or other rights of any third party;
6.1.7 the Deliverables will be free of any computer viruses, date related coding or any other harmful software code which may cause an interruption to the business processes of Customer or any Affiliate; and
6.1.8 as regards any Goods: (i) at the time of delivery, Supplier shall be the sole owner of the Goods and that no other person has a legal or other interest which could mean that Customer is unable to own the Goods outright; (ii) at the time of the delivery, the Goods shall be of satisfactory quality and fit for purpose and shall meet the description and standards which are either listed in this Agreement or are otherwise agreed in writing between the parties; (iii) it shall obtain and transfer for Customer’s benefit, all Software used by or on behalf unexpired manufacturer warranties relating to the Goods; and (iv) it shall ensure that, at all times up to and including delivery of the CONTRACTOR will Goods to Customer, the Goods are protected against any unauthorised interference, whether during storage, loading, transport or otherwise.
6.2 Breach of any of the warranties set out in Clause 6.1 shall entitle Customer to terminate this Agreement immediately upon written notice without penalty or cost and any Charges paid in advance for Deliverables that have not been delivered as at the effective date of termination shall be currently supported versions of that Software and perform in all material respects reimbursed to Customer in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresClause 12.4.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Warranties and Representations. 12.1 13.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 13.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) consents to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 13.1.2 this Contract shall be performed in compliance with all Laws applicable laws, enactments, orders, powers granted to the SERVICE PROVIDER under statute (“Code powers”), regulations and other similar instruments as amended from time to time) time and all applicable relevant standards (including but not limited to ISO and BS standards standards) (or equivalent)“Requirements”);
12.1.3 13.1.3 the Ordered Services and all components thereof are:
13.1.3.1 of satisfactory quality;
13.1.3.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and the manufacturer’s specifications and documentation and all applicable Requirements;
13.1.3.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period, as specified in the Catalogue;
13.1.3.4 not able to cause any disruption to the public switched telecommunications network to the extent that the Ordered Services are delivered thereto or any components thereof are interconnected thereto;
13.1.3.5 where Ordered Services are supplied by way of sale and purchase it shall perform its obligations hereunder (be supplied with full title guarantee; and
13.1.3.6 consistent with Requirements relating to quality and security including but not limited to ISO 9001:2000 or any equivalent standard which is generally recognised as having replaced it and the provision SERVICE PROVIDER shall ensure that all aspects of the Ordered IT Products) Services are the subject of quality management systems and best practice security and risk mitigation measures.
13.1.4 the Ordered Services shall be provided and carried out by using appropriately experienced, qualified and trained CONTRACTOR Personnel personnel with all due skill, care and Sub-Contractorsdiligence;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 13.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including good industry practice and without limiting the generality of this Clause 13, in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 13.1.6 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Services by the CUSTOMER;
12.1.8 13.1.7 it has taken and shall continue to take all steps, in accordance with Good Industry Practicegood industry practice, including but not limited to using the latest versions of anti-virus definitions available from an industry accepted anti-virus software vendor to check for and delete disruptive elements, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (element, including but not limited to any Malicious Software); and
12.1.8.2 unauthorised use of and modification virus, worm and/or Trojans, spyware, spamware or access to (or into)other malware, onto the Ordered IT Products, Service and into systems, data, software or Confidential Information (held in electronic form) form owned by or under the control of, or used by, the CUSTOMER;
12.1.9 13.1.8 it shall comply with the CUSTOMER’s security policies in force from time to time which apply to the Ordered Services and are notified to it from time to time and where applicable to the Ordered Services shall take all necessary measures to protect the telecommunication system used to provide the Ordered Services from unauthorised access. The CUSTOMER for its part undertakes to notify the SERVICE PROVIDER of any changes to such security policies from time to time;
13.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Services in accordance with Good Industry Practicegood industry practice and in the event that the CUSTOMER’s data is corrupted, lost or sufficiently degraded as a result of the SERVICE PROVIDER's Default so as to be unusable, the CUSTOMER shall be entitled to require the SERVICE PROVIDER (at the SERVICE PROVIDER's expense) to restore or procure the restoration of the CUSTOMER’s data and the SERVICE PROVIDER shall do so as soon as practicable but not later than within twenty (20) Working Days of request by the CUSTOMER; and/or itself restore or procure the restoration of such data, and shall be repaid by the SERVICE PROVIDER any reasonable expenses incurred in doing so;
12.1.10 13.1.10 it has received assurances from its suppliers that they have conducted security checks on all personnel engaged in providing goods or services required to support the Ordered Services and on all such goods and services and it has audited such checks and regards them and the conduct of such checks as appropriate with regard to security and risk mitigation in connection with the nature of the Ordered Services;
13.1.11 it shall take all measures to avoid the failure or reduced performance (performance, in whole or in part) , of the Ordered IT Products;Services; and
12.1.11 13.1.12 this Contract is established on the Ordered IT Products are terms and will continue conditions of the Model Contract for Telecom Networks [RM 374/L8] without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract for Telecom Networks [RM 374/L8], the Model Contract for Telecom Networks [RM 374/L8] shall prevail over this Contract.
13.2 The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 13.1 shall be during remedied as a matter of urgency at no cost to the Term:CUSTOMER. Failure to remedy, if capable of remedy, such breach within five (5) Working Days of notification by the CUSTOMER shall constitute a breach of this Contract entitling the CUSTOMER to terminate in accordance with Clause 11.
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out 13.3 Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the relevant Order extent permitted by law.
13.4 Both the CUSTOMER and (if applicable) the manufacturer’s specifications SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and documentation;other action to approve the entering into and performance of this Contract.
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials 13.5 The warranties given herein are continuing warranties that shall apply throughout the applicable warranty period;duration of this Contract.
12.1.11.4 where Ordered Goods are supplied by way 13.6 For the avoidance of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with doubt the fact that any requirements set out or referred to in provision within this Contract relating to quality and security and is expressed as a warranty shall not preclude any right of termination the CONTRACTOR shall ensure CUSTOMER may have in respect of breach of that all aspects of provision by the Ordered IT Products are the subject of quality management systems and risk mitigation measuresSERVICE PROVIDER.
Appears in 1 contract
Sources: Telecommunications
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSoftware Application Solutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSoftware Application Solutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 12.1.5 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Software Application Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 12.1.6 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Software Application Solutions by the CUSTOMER;
12.1.8 12.1.7 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), ) into the Ordered IT ProductsSoftware Application Solutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 12.1.8 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Software Application Solutions in accordance with Good Industry Practice;
12.1.10 12.1.9 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsSoftware Application Solutions;
12.1.11 12.1.10 the Ordered IT Products Software Application Solutions are and will continue to be during the Term:
12.1.11.1 12.1.10.1 of satisfactory quality;
12.1.11.2 12.1.10.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 12.1.10.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;Warranty Period, (as defined in Schedule 2-1); and
12.1.11.4 12.1.10.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.;
Appears in 1 contract
Sources: Contract
Warranties and Representations. 12.1 11.1 The CONTRACTOR warrants and represents that:
12.1.1 11.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 11.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 11.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 11.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 11.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 11.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 11.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 11.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 11.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 11.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 11.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 11.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 11.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 11.1.11.1 of satisfactory quality;
12.1.11.2 11.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 11.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 11.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 11.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Contract for the Provision of Commoditised It Hardware and Software
Warranties and Representations. 12.1 The CONTRACTOR warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s manufacturer‟s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Contract for the Provision of Commoditised It Hardware and Software
Warranties and Representations. 12.1
9.1 The CONTRACTOR warrants Contractor warrants, represents and represents undertakes that:
12.1.1 9.1.1 it has full capacity and authority and all necessary consentslicences, licences permits and permissions consents (statutory, regulatory, contractual or otherwise) (including, including where its procedures so requirerequired, the consent of its Parent Companyparent company) to enter into into, perform and fulfil its obligations under this Service Agreement and there are no circumstances which exist which could lead to perform this Contract and that this Contract is executed by any of such licences, permits or consents being revoked or not being renewed in whole or in part;
9.1.2 a duly authorised representative of the CONTRACTORContractor has executed this Service Agreement;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time 9.1.3 each person to time) whom the Contractor has subcontracted any of its obligations under the Service Agreement has the full capacity and all applicable standards (including ISO authority to carry out their functions and BS standards (or equivalent))exercise the powers and authorities delegated to them;
12.1.3 it shall perform its obligations hereunder (including 9.1.4 there are no actions, suits or proceedings or regulatory investigations pending or, to the provision Contractor's knowledge, threatened against or affecting the Contractor before any court or administrative body or arbitration tribunal that might affect the ability of the Ordered IT Products) by using appropriately experienced, qualified Contractor to meet and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing carry out its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specificationService Agreement;
12.1.5 it shall discharge 9.1.5 once duly executed this Service Agreement will constitute its obligations hereunder (including the provision of the Ordered IT Products) with all due skilllegal, care valid and diligence including in accordance with Good Industry Practice and its own established internal proceduresbinding obligations;
12.1.6 for the duration of the Term, 9.1.6 all CONTRACTOR Personnel personnel used to provide the Ordered IT Products Services will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and RegulationsStandards;
12.1.7 9.1.7 it owns, has obtained or shall obtain valid licences for at all Intellectual Property Rights that are necessary for the performance of times comply with Law in carrying out its obligations under this Contract and the use of the Ordered IT Products by the CUSTOMERService Agreement;
12.1.8 9.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during have all necessary rights in and to the Term:
12.1.11.1 of satisfactory qualityContractor Materials or the Third Party Materials and/or the Contractor's Background IPRs or any other materials made available by the Contractor and/or the Sub- contractors to the Commission necessary to perform the Contractor's obligations under this Service Agreement;
12.1.11.2 9.1.9 it has and will continue to have all necessary rights in conformance with order to grant to the relevant specifications set out Commission the rights and/or licences (as applicable) under this Service Agreement in respect of the Third Party IPR and the Project Specific IPR;
9.1.10 the Services shall be Euro Compliant;
9.1.11 the Services shall be Date Compliant;
9.1.12 as at the Effective Date, all statements and representations made to the Commission in the ITT Response and other proposal documentation are to the best of its knowledge, information and belief, true and accurate and that it will advise the Commission of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading.
9.2 Except as expressly stated in this ContractService Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the relevant Order and (if applicable) extent permitted by law.
9.3 For the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects avoidance of doubt the fact that any provision within this Service Agreement is expressed as a warranty shall not preclude any right of termination the Commission may have in design, manufacture or materials throughout respect of breach of that provision by the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresContractor.
Appears in 1 contract
Sources: Service Agreement
Warranties and Representations. 12.1 15.1 The CONTRACTOR warrants Contractor warrants, represents and represents undertakes that:
12.1.1 15.1.1 it has full capacity and authority and all necessary consentslicences including those referred to in Clause 34 (Intellectual Property), licences permits and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) Consents to enter into into, perform and fulfil its obligations under this Agreement and, in so far as it is aware or ought reasonably to perform have been aware, there are no circumstances which exist which could lead to any of such licences, permits or Consents being revoked or not being renewed in whole or in part; and
15.1.2 this Contract and that this Contract Agreement is executed by a duly authorised representative of the CONTRACTOR;Contractor; and
12.1.2 15.1.3 the Contractor’s Representative, the Contractor’s Project Manager and each person to whom the Contractor’s Representative has delegated his powers and functions in accordance with subclause 25.7 have the full capacity and authority to carry out their functions and exercise the powers and authorities delegated to them in accordance with the provisions of this Contract Agreement; and
15.1.4 in the event of the exercise of any of the options or offers to obtain all the rights, title and interest of the Contractor or any Contractor Party in and to any of the Transferring Assets pursuant to Schedule 11 (Exit and Services Transfer Arrangements), BT (and/or its nominee) and/or the Authority (and/or its nominee) and/or any Replacement Supplier (as required by BT ) shall acquire title to any Transferring Assets sold to BT (and/or its nominee) and/or the Authority (and/or its nominee) or the Replacement Supplier (as applicable) with full title guarantee and free from all encumbrances and BT (and/or its nominee) and/or the Authority (and/or its nominee) or the Replacement Supplier (as applicable) shall have the right to quiet possession of such Transferring Assets and such Transferring Assets shall at that stage be performed in a condition consistent with the Contractor having complied with its obligations under this Agreement; and
15.1.5 it will ensure that all Material Sub-Contracts and will use its Best Endeavours to ensure that all other Sub-Contracts, equipment rental and lease agreements, licences of Intellectual Property Rights, and all other contracts which are necessary to enable BT or the Authority, any Authority Service Recipient, any Authority Party or any Replacement Supplier to operate and maintain the Project and to perform the Services in accordance with this Agreement or the Replacement Services (other than those specified in Annex 1 of Schedule 11 (Exit and Services Transfer Arrangements)), are assignable or capable of novation to BT (and/or its nominee) and/or the Authority (and/or its nominee) and/or any Replacement Supplier (as required by BT or the Authority) without restriction (including any need to obtain any consent or approval) or payment by BT (and/or its nominee) or the Authority (and/or its nominee) and/or any Replacement Supplier save as may otherwise be provided for by Schedule 11 (Exit and Services Transfer Arrangements); and
15.1.6 it fully complies and will continue to fully comply with Data Protection Legislation; and
15.1.7 all Contractor Personnel are, and will be, managed in accordance and compliance with all Laws (as amended from time relating to time) employment and all applicable standards (including ISO with the Expected Standard; and
15.1.8 the Services and BS standards (or equivalent));the Contractor’s Software and Third Party Software are and shall be Date Compliant and euro Compliant; and
12.1.3 15.1.9 it shall perform comply with its obligations hereunder as to data conversion (if any) as set out in Schedule 1.1 (Authority’s Requirements); and
15.1.10 it has not committed and will not commit any offence under any Laws relating to money laundering including those set out in Part 7 of the Proceeds of Crime ▇▇▇ ▇▇▇▇; and
15.1.11 the Financial Model is a true and accurate reflection of the Contractor’s costs and forecast profits associated with the Project and the Contractor does not have any other financial model in relation to the Project. For the avoidance of doubt, for the purposes of this subclause 15.1 references to nominees of the Authority may include Authority Service Recipients or Authority Parties.
15.2 The Contractor warrants and undertakes that it shall, at all times comply fully with all Taxation laws, regulations and requirement which apply in the United Kingdom in respect of paying and reporting of Tax on the income profits or gains derived directly or indirectly from the provision of the Ordered IT Products) Services under this Agreement. The Contractor further warrants and undertakes that it shall [**] Agreement [**] under this Agreement, [**] payment of Tax in the United Kingdom. Save as required by using appropriately experiencedthe Authority, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 the Contractor agrees that in performing its respect of the performance of the obligations under this ContractAgreement to provide the Services it shall not engage in any international scheme or arrangement the sole purpose of which is to avoid the payment of corporation tax.
15.3 In the event that there is a final determination under the United Kingdom Taxation laws, after exhaustion of all Software used by of the Contractor’s available administrative and legal remedies in the United Kingdom or elsewhere, that the Contractor is in breach of subclause 15.1, the Contractor shall on demand, pay either to the Authority (on behalf of the CONTRACTOR will be currently supported versions Tax Authority) or direct to the Tax Authority an amount equal to the loss of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including Taxation suffered by the provision Tax Authority as a result of the Ordered IT Products) such breach, together with all due skillrelevant interest, care penalties and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for charges thereon to the duration of the Term, all CONTRACTOR Personnel used extent not otherwise made good to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresTax Authority.
Appears in 1 contract
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR SERVICE PROVIDER will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Solutions by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT ProductsSolutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Solutions in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsSolutions;
12.1.11 the Ordered IT Products Solutions are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR SERVICE PROVIDER shall ensure that all aspects of the Ordered IT Products Solutions are the subject of quality management systems and risk mitigation measures.; and
Appears in 1 contract
Sources: It Products and Services Contract
Warranties and Representations. 12.1 The CONTRACTOR warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTOR;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT Products) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;; Schedule 2 (Model Contract) v 1.00 15
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Commoditised It Hardware and Software Framework Agreement
Warranties and Representations. 12.1 The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSoftware Application Solutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSoftware Application Solutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 12.1.5 for the duration of the Term, all CONTRACTOR SERVICE PROVIDER Personnel used to provide the Ordered IT Products Software Application Solutions will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 12.1.6 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products Software Application Solutions by the CUSTOMER;
12.1.8 12.1.7 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into), ) into the Ordered IT ProductsSoftware Application Solutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 12.1.8 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products Software Application Solutions in accordance with Good Industry Practice;
12.1.10 12.1.9 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT ProductsSoftware Application Solutions;
12.1.11 12.1.10 the Ordered IT Products Software Application Solutions are and will continue to be during the Termbe:
12.1.11.1 12.1.10.1 of satisfactory quality;
12.1.11.2 12.1.10.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s manufacturer‟s specifications and documentation;
12.1.11.3 12.1.10.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;, as specified in the Catalogue; and
12.1.11.4 12.1.10.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee.
12.1.11 this Contract is established on the terms and conditions of the Model Contract without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract:
12.1.11.1 where the conflict is due to the addition of Special Terms, this Contract shall prevail over the Model Contract; andotherwise
12.1.11.5 consistent 12.1.11.2 the Model Contract shall prevail over this Contract.
12.2 The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 12.1 shall be remedied as a matter of urgency at no cost to the CUSTOMER. Failure to remedy (if capable of remedy) such to comply with any requirements set out or referred Clause 12.1 within five (5) Working Days of notification by the CUSTOMER shall constitute a breach of this Contract entitling the CUSTOMER to terminate in accordance with Clause 10.3.6.
12.3 Except as expressly stated in this Contract relating Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to quality and security the extent permitted by Law.
12.4 The CUSTOMER and the CONTRACTOR shall ensure SERVICE PROVIDER each warrants to the other that it has undertaken all aspects requisite corporate and other action to approve the entering into and performance of the Ordered IT Products are the subject of quality management systems and risk mitigation measuresthis Contract.
Appears in 1 contract
Sources: Contract
Warranties and Representations. 12.1 15.1. The CONTRACTOR SERVICE PROVIDER warrants and represents that:
12.1.1 15.1.1. it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract Framework Agreement and that this Contract Framework Agreement is executed by a duly authorised representative of the CONTRACTORSERVICE PROVIDER;
12.1.2 15.1.2. as at the Effective Date, all information contained in its Tender remains true, accurate, and not misleading save as may have been specifically disclosed in writing to the AUTHORITY prior to the Effective Date;
15.1.3. this Contract Framework Agreement shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 15.1.4. it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) by using appropriately experienced, qualified and trained CONTRACTOR SERVICE PROVIDER Personnel and Sub-Contractors;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 15.1.5. it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsSolutions) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 15.1.6. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract Framework Agreement and the use of the Ordered IT Products Solutions by the CUSTOMERCustomers;
12.1.8 15.1.7. it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 the introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 unauthorised use of and modification or access to (or into)virus, worm and/or trojan horse) into the Ordered IT ProductsSolutions, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERAUTHORITY and Customers;
12.1.9 it shall take all measures 15.1.8. on behalf of itself and its Affiliates or Parent Company, in the three (3) Years prior to avoid any the Effective Date and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during continuing throughout the Term:
12.1.11.1 of satisfactory quality15.1.8.1. it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
12.1.11.2 15.1.8.2. it has been in conformance full compliance with all applicable securities laws and regulations in the relevant specifications set out jurisdiction in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guaranteewhich it is established; and
12.1.11.5 consistent 15.1.8.3. it has not performed any act or omission with any requirements set out respect to its financial accounting or referred reporting which could have an adverse effect on the SERVICE PROVIDER’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement; and
15.1.9. in this Contract relating to quality its acceptance of an Order, it will enter into a contract with a Customer on the terms and security and the CONTRACTOR shall ensure that all aspects conditions of the Ordered IT Products are Model Contract without amendment thereto save for the subject necessary information to complete the Model Contract as specified in the Order.
15.2. The SERVICE PROVIDER acknowledges that any breach of:
15.2.1. the warranties in Clause 15.1 (other than a breach of quality management systems and risk mitigation measures.Clause 15.1.8) shall be remedied as a matter of urgency at no cost to the AUTHORITY. Failure to remedy (if capable of remedy) such to comply with Clause 15.1 within five
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations. 12.1 The CONTRACTOR 14.1 Without prejudice to Clause 4.1, SUPPLIER represents, warrants and represents undertakes that:
12.1.1 14.1.1 it has full capacity the requisite power and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and perform this MSA and each Statement of Work and to carry out its obligations thereunder;
14.1.2 it will provide the Services and Deliverables in a timely and efficient manner and with all due skill and care;
14.1.3 it will use personnel who have suitable skills, qualifications and experience to provide the Services and shall ensure that such persons are managed by suitably experienced management staff;
14.1.4 the Services and Deliverables shall comply with any and all specifications, requirements and standards set out in this MSA and any Statement of Work; (including the Deliverables Specification, Services Specification and all agreed Service Levels and KPI’s);
14.1.5 the supply and delivery of the Services and Deliverables will not result in the degradation or interruption of existing systems or business processes of CLIENT or the Service Beneficiaries, other than where SUPPLIER has notified and agreed such interruption with CLIENT and/or the Service Beneficiaries in writing in advance;
14.1.6 the Deliverables will be of satisfactory quality and shall be fit for the purpose specified in or reasonably contemplated by this MSA and any Statement of Work;
14.1.7 the Services and Deliverables will be free from defects in design, materials, workmanship, delivery and installation;
14.1.8 it shall not incur any expenses or enter into any engagement or make any representation or commit CLIENT in any way whatsoever, without first obtaining CLIENT’s Approval, and SUPPLIER will indemnify, keep indemnified and hold harmless CLIENT from any Losses which CLIENT and/or any Service Beneficiary may incur as a result of SUPPLIER’s failure to observe requirements of this Clause 14.1.8;
14.1.9 it will ensure there are no matters within its control which might or will materially adversely affect its ability to perform its obligations under this Contract MSA and that this Contract is executed by a duly authorised representative each Statement of the CONTRACTORWork;
12.1.2 14.1.10 it has and will maintain for the duration of this Contract shall MSA and any Statement of Work, all permissions, licences and consents necessary for SUPPLIER to provide the Services and/or deliver the Deliverables;
14.1.11 it will ensure that in the performance of its obligations under any Statement of Work or this MSA it does not act or omit to act in any way which may or will bring the name and/or reputation of CLIENT or any of CLIENT’s Service Beneficiaries into disrepute or injure or damage any persons or the property of any persons (whether or not employees, agents or representatives of CLIENT and/or any of its Service Beneficiaries), CLIENT’s facilities or any equipment owned or controlled by CLIENT;
14.1.12 it will implement and maintain information and security policies and safeguards to preserve the security, integrity and confidentiality of CLIENT’s Data; and
14.1.13 nothing produced by it under this MSA or any Statement of Work (including the Deliverables), will contain anything that is libellous, defamatory, illegal, or indecent;
14.1.14 the Services and the Deliverables will be performed in compliance with all Laws applicable laws, enactments, orders, regulations, codes, standards and other similar instruments, including but not limited to, where applicable, the:
(as amended from time to timeA) and all applicable standards (including ISO and BS standards (or equivalent))MRS Code of Conduct;
12.1.3 it shall perform its obligations hereunder (including the provision B) Committee of the Ordered IT Products) by using appropriately experienced, qualified and trained CONTRACTOR Personnel and Sub-ContractorsAdvertising Practice code;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf (C) Broadcasting Committee of the CONTRACTOR will be currently supported versions of that Software and perform in all material respects in accordance with its specificationAdvertising Practice code;
12.1.5 it shall discharge its obligations hereunder (including D) Ofcom Broadcasting code;
(E) Radio Advertising Code;
(F) The Consumer Protection from Unfair Trading Regulations 2008; and
(G) The Business Protection from Misleading Marketing Regulations 2008.
14.1.15 to the provision of extent that the Ordered IT ProductsDeliverables contain any software, the Deliverables will:
(A) with all due skillnot contain any disabling programs or devices;
(B) have been screened for viruses, care worms and diligence including trojan horses in accordance with Good Industry Practice and using a current release of virus detection software and shown to be free of viruses, worms and trojan horses before being delivered to CLIENT; and
(C) not cause any interruption to the business processes of CLIENT and/or its own established internal procedures;
12.1.6 Service Beneficiaries (other than any agreed and unavoidable interruption which is required for the duration of the Term, all CONTRACTOR Personnel used to provide the Ordered IT Products will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained installation or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products by the CUSTOMER;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 introduction, creation or propagation of any disruptive element (including any Malicious SoftwareDeliverables); and
12.1.8.2 unauthorised use of and modification or access to (or into), the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Master Services Agreement
Warranties and Representations. 12.1 The CONTRACTOR warrants Contractor warrants, represents, covenants and represents undertakes on a continuing basis throughout the Term, that:
12.1.1 it has full capacity and authority and all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the CONTRACTORContractor;
12.1.2 this Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable standards (including ISO and BS standards (or equivalent));
12.1.3 it shall perform its obligations hereunder (including the provision of the Ordered IT ProductsProducts and the Services) by using appropriately experienced, qualified and trained CONTRACTOR Contractor Personnel and Sub-Contractors, and the Contractor shall supply copies of CVs for such third parties to the Customer within a reasonable period of time following the Customer's written request for the same;
12.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the CONTRACTOR Contractor will be currently supported versions of that Software and perform in all material respects in accordance with its specification;
12.1.5 it shall discharge its obligations hereunder (including the provision of the Ordered IT ProductsProducts and the Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;
12.1.6 for the duration of the Term, all CONTRACTOR Contractor Personnel used to provide the Ordered IT Products and/or the Services will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards and Regulations;
12.1.7 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered IT Products and the enjoyment of the Services by the CUSTOMERCustomer;
12.1.8 it has taken and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the:
12.1.8.1 (a) introduction, creation or propagation of any disruptive element (including any Malicious Software); and
12.1.8.2 (b) unauthorised use of and modification or access to (or into), ) the Ordered IT Products, systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMERCustomer;
12.1.9 it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered IT Products in accordance with Good Industry Practice;
12.1.10 it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered IT Products;
12.1.11 the Ordered IT Products are and will continue to be during the Term:
12.1.11.1 of satisfactory quality;
12.1.11.2 in conformance with the relevant specifications set out in this Contract, the relevant Order and (if applicable) the manufacturer’s specifications and documentation;
12.1.11.3 free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;
12.1.11.4 where Ordered Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee; and
12.1.11.5 consistent with any requirements set out or referred to in this Contract relating to quality and security and the CONTRACTOR shall ensure that all aspects of the Ordered IT Products are the subject of quality management systems and risk mitigation measures.
Appears in 1 contract
Sources: Contract