WARRANTIES AND SERVICE LEVELS. 11.1. The Client warrants that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client; (b) it has the authority to grant any rights to be granted to the Supplier under this Agreement; (c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and (d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party. 11.2. The Supplier warrants and represents that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier; (b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with Applicable Laws in performing its obligations under the Agreement; and (d) the Client's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party. 11.3. Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. 11.4. In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack and to the extent it reasonably can. 11.5. If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence. 11.6. Unless otherwise agreed or set out in the Order Pack (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network. 11.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees. 11.8. The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs. 11.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged. 11.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels). 11.11. The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event. 11.12. Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free. 11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 3 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement;
(e) it will comply with all Applicable Laws in performing its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all Applicable Laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; , or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Form (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.10 The Service Level Arrangement Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.118.11 Save only as may be provided for otherwise under any Order Form, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of or delay in the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractorsSupplier, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Managed Services Dedicated Support or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services Dedicated Support or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack and to the extent it reasonably canStatement of Work.
11.5. 8.6 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for .
8.7 In the avoidance event of doubt, any Unscheduled Downtime the Supplier can make no commitment to fix any fault and time is not shall issue a service request number against which details of the essence.
11.6. Unless otherwise agreed or set out in the Order Pack (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to Unscheduled Downtime will be in the chosen provider’s network.
11.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advancerecorded. The Supplier may need shall, without reference to carry out an inspection of any cabling and advise the Client of any work to bring Customer, initiate the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coveragenecessary corrective actions. The Supplier will provide shall advise the Customer of all such Unscheduled Downtime.
8.8 As the Customer becomes aware of an interruption to the Service, or a quotation if it is failure of the Service to provide additional resources or services the levels identified in the case relevant Statement of any change at Work, then the Client Sites or new Client Sites for including as part of the Fees.
11.8. The Supplier will request approval from the Client’s Representatives before making any significant changes Customer is required to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside advise the Supplier’s control Help Desk and obtain a service request number.
8.9 The service levels in Clause 8 and the Supplier and its subcontractors may suspend some or all service levels in the relevant Statement of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. The Service Level Arrangement Work are specific to directly provided Services of the Supplier and do not relate to Third Party Services Software (of which such Third Third-Party Services Software will be governed by their own relevant service levels).
11.11. 8.10 The Supplier shall not in any circumstances be liable under its obligations the warranties in this Clause 11 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
11.12. 8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 8.13 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Sources: Service Agreement, Acceptable Use Policy
WARRANTIES AND SERVICE LEVELS. 11.1. 9.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 9.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 9.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 9.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the ClientCustomer; or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 9.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 9.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 9.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 9.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
9.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 9.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 9.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 9 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 9.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 9.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services and Software are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Third-Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 9.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 9.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services and Software are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 9.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 9.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 9.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 9.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 9.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 9.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
9.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 9.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 9.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 9 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 9.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 9.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 10.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack relevant Quote and to the extent it reasonably can.
11.5. 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the ClientCustomer; or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 10.6 Unless otherwise agreed or set out in the Order Pack a Quote (as forming part of the Service), if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 10.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 10.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 10.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
10.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 10.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 10.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 10 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 10.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 10.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 10.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. Unless otherwise agreed or set out in the Order Pack (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.,
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement;
(e) it will comply with all Applicable Laws in performing its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all Applicable Laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; , or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.10 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.118.11 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back-ups.
8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 10.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack relevant Service Specification and to the extent it reasonably can.
11.5. 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the ClientCustomer; or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 10.6 Unless otherwise agreed or set out in the Order Pack a Service Specification (as forming part of the Service), if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 10.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 10.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 10.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
10.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 10.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 10.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 10 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 10.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 10.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement;
(e) it will comply with all Applicable Laws in performing its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software other Client Hardware supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all Applicable Laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own riskrisk and the Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.118.12 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
8.13 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.14 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 9.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws in performing its obligations under the Agreement; and
(d) the Client's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 9.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 9.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 9.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 9.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 9.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 9.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 9.9 Scheduled Downtime periods do not count against the service level calculation detailed in such Statement of Work.
9.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 9.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 9.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 9 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 9.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free.
11.13. 9.14 The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 9.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and;
(de) it will comply with all Applicable Laws in performing its obligations under this Agreement;
(f) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software other Client Hardware supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all Applicable Laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.39.3 The Supplier does not guarantee that the Services will be continuously available to the Client or free from Service Failures.
9.4 Where the Client believes that it is experiencing a Service Failure, it must immediately report this to the Supplier via the Equasys IT Solutions Limited Support Desk, providing sufficient information to enable the Supplier to investigate the problem. The Supplier will log the time of receipt of all such reports.
9.5 Where the Supplier spends time investigating a fault reported by the Client and concludes that there has been no Service Failure, the Supplier reserves the right to charge the Client for all reasonable costs and expenses incurred in investigating the report and the Client agrees to pay such charges.
9.6 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 9.7 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 9.8 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 9.9 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 9.10 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the FeesCharges.
11.8. 9.11 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 9.12 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time.
9.13 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 9.14 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.119.15 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
9.16 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 9 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 9.17 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.110.1. The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.210.2. The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws in performing its obligations under the Agreement; and
(d) the Client's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.310.3. Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.410.4. In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.510.5. If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.610.6. Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.710.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.810.8. The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.910.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.1010.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.1110.11. The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 10 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.1210.12. Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free.
11.1310.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 11.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the Agreement; and;
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party;
(e) it will comply with and use the Managed Services in accordance with the terms of the Agreement and all Applicable Laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws; and
(f) the Customer is solely responsible for securing and backing up its data unless otherwise set out in the applicable Statement of Work. The Supplier is not responsible or liable for the deletion of or failure to store any Customer Data and other communications maintained or transmitted through the use of the Managed Services or Products.
11.2. 11.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 11.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 11.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 11.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the ClientCustomer; or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 11.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), if the Client Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 11.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 11.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 11.9 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 11.10 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 11.11 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 11.12 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Clientthe Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Form or Quote and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ its behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Form or Quote (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order the Order Form or Quote to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order Order Form or Quote to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Third-Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 11.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 11.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 11.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 11.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 11.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.611.6 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Customer is responsible for all database and/or system back-ups as required before any change is carried out.
11.7 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 11.8 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 11.9 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 11.10 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
11.11 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 11.12 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 11.13 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 11.14 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 11.15 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement;
(e) it will comply with all Applicable Laws in performing its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all Applicable Laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. risk and the Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially commerciall y reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Form and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Form (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.118.12 Save only as may be provided for otherwise under any Order Form, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
8.13 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.14 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has the authority to grant any rights to be granted to the Supplier FlyForm under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier FlyForm and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's FlyForm’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or software supplied by the Client to the Supplier FlyForm for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier FlyForm to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2(e) it is solely responsible for any loss, damage or injury suffered by FlyForm or any other person entering one of the Client’s sites at the Client’s request, unless the loss is as a result of FlyForm’s negligence or breach of this Agreement. The Supplier FlyForm enter into this Agreement as agent for FlyForm’s employees and other persons so affected but only in relation to this clause.
8.2 FlyForm warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the SupplierFlyForm;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier FlyForm to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier FlyForm shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;; and
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the Client's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier FlyForm becomes aware of this either through the Client giving notification to the Supplier FlyForm of such default, fault or impairment, or as a result of the SupplierFlyForm’s monitoring, then the Supplier FlyForm shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier FlyForm determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier FlyForm may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier FlyForm can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. The Supplier 8.7 FlyForm will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier FlyForm will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier FlyForm is not responsible for Unscheduled Downtime that is due to anything outside the SupplierFlyForm’s control and the Supplier FlyForm and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. The Supplier 8.8 FlyForm reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier FlyForm will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.9 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier FlyForm and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.10 Notwithstanding the foregoing, the Supplier FlyForm does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. 8.11 The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier FlyForm or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the SupplierFlyForm.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1.
8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the Client's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client Version: 2.0 Issues Date: 01/12/2022 Page 18 of 36 Classification: Public to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services Services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Version: 2.0 Issues Date: 01/12/2022 Page 19 of 36 Classification: Public Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it shall use the Services in accordance with Applicable Law;
(c) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(d) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(ce) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(df) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. Unless otherwise agreed or set out in the Order Pack (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Services will be uninterrupted or error-free.
11.13. The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.,
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software supplied by the Client to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the Client's ’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the Client, shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised Designated User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then the Supplier may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the Client’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's ’s use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's ’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client's Customer’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the Client's Customer’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Statement of Work and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Statement of Work (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation quote if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Client's Customer’s use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 11.1. 8.1 The Client Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the ClientCustomer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under the this Agreement; and
(d) the Supplier's use in the provision of the Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or software Software supplied by the Client Customer to the Supplier for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
11.2. 8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the ClientCustomer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with Applicable Laws all applicable laws in performing its obligations under the this Agreement; and
(d) the ClientCustomer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the ClientCustomer, shall not cause the Client Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
11.3. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and ClientCustomer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
11.4. 8.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Client Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order Pack Service Specification and to the extent it reasonably can.
11.5. 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client Customer or Authorised Designated User, (ii) the ClientCustomer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client; Customer or (iv) any third party action in response to an act or omission of the Client Customer or any person given access to the Service by the Client Customer (including third party hosted software vendors) then the Supplier may recover from the Client Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
11.6. 8.6 Unless otherwise agreed or set out in the Order Pack Service Specification (as forming part of the Service), ) if the Client Customer accesses the Services through the public internet Internet or through a private circuit provisioned by a bandwidth provider of the ClientCustomer’s choice, the Client Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. 8.7 If the Client Customer moves from one Client Customer Site to another site or makes changes to any Client Customer Site or opens a new location to be added to the Client Customer Sites, the Client Customer must notify the Supplier in advance. The Supplier may need to carry out an inspection of any cabling and advise the Client Customer of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Client Customer Sites or new Client Customer Sites for including as part of the Fees.
11.8. 8.8 The Supplier will request approval from the ClientCustomer’s Representatives before making any significant changes to the Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to anything outside the Supplier’s control and the Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
11.9. 8.9 The Supplier will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the ClientCustomer’s systems even though this may impact on the ClientCustomer’s business activities. The Supplier will make reasonable endeavours endeavors to inform the Client Customer by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. 8.11 The Service Level Arrangement Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Services (of which such Third Third-Party Services will be governed by their own relevant service levels).
11.11. 8.12 The Supplier shall not in any circumstances be liable under its obligations in this Clause 11 8 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
11.12. 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the ClientCustomer's use of the Services will be uninterrupted or error-free.
11.13. 8.14 The Client Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Sources: Master Services Agreement