For the purposes of this clause “current versions of Database Software” shall mean the latest version available commercially or one version back; (iii) referral of any hardware faults identified to an appropriate hardware supplier and/or hardware service provider; (c) provision of on-site assistance if necessary, upon Your request (provided that You will pay for time and travel costs incurred by Medtech and/or its Representatives in providing such assistance).7.4 Cloud Support: If you have purchased Cloud Products, You must also purchase Cloud Support and (subject to clause 7.6) Medtech will provide the following services to You in addition to Application Support: (a) provision of Network Services and maintaining them in accordance with the Service Levels; (b) management and regular maintenance (including security and anti-virus protection) of Medtech servers hosting the Cloud Products; (c) routine back-ups of Your data that is integrated with the Cloud Products; (d) standard upgrade and new version releases of the Cloud Products which Medtech generally makes available to its customers; and (e) hosting services for non-Medtech third party products via Network Services (Medtech reserves the right to charge additional fees for this service).5.2 Warranty: You warrant to Medtech that the hardware on which the Products are installed or accessed is Compatible Hardware and Software.5.3 Systems audit: Despite clause 5.2, before Medtech delivers or grants You access to the Products, You will provide Medtech with an audit (or alternatively permit Medtech to carry out an audit itself) of your existing IT systems to determine their suitability for the Products.If there are delays in Your provision of such assistance, Medtech may adjust any agreed timetable or delivery schedule as reasonably necessary; (b) comply with the terms of this Agreement and all applicable laws and regulations with respect to Your activities under this Agreement and in relation to the Products; (c) use the Products only in the manner contemplated in this Agreement and otherwise in accordance with Medtech’s reasonable instructions; (d) not copy, decompile or reverse engineer any of the Products; (e) carry out all Your responsibilities set out in this Agreement in a timely and efficient manner.obtain and shall maintain all necessary licences, consents, and permissions necessary for Medtech, its contractors and agents to perform their obligations under this Agreement, to the extent that these are not provided by Medtech; (f) not commit any act or omission the likely result of which is that Medtech’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Medtech’s interests; (g) ensure that Your network and systems meet the standards for Compatible Hardware and Software; (h) update and use the latest available version of the Products (as included in any general update release by Medtech); (i) when using Network Services, comply with any acceptable use policy made available by Medtech from time to time; (j) where relevant, be solely responsible for: (i) procuring and maintaining all network connections and telecommunications links from Your systems to Medtech’s data centres; and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the Internet, except in relation to the Equipment or as otherwise expressly provided for in this Agreement.You must not allow any other party to have any right in or to the Equipment at any time, including by subleasing or mortgaging the Equipment, and the Equipment must stay in Your possession at all times.6.2 Entry onto premises: Medtech or its representatives may, at any reasonable time, enter Your premises to inspect, examine or repair the Equipment.
3.4 Additions: During the Subscription Term, You may request Medtech to add new Permitted Users or new Products, subject to Medtech’s approval of this request, it shall grant You and/or the additional Permitted Users access to those Products, at the prevailing rate or such other rate agreed between the parties.
1.2 Priority: If there is any inconsistency between these Terms and Conditions, the Proposal and/or any other agreements and the Service Level, the terms of the Proposal or agreement and the Terms and Conditions shall prevail in that order over the Service Levels. DEFINITIONS AND INTERPRETATION 2.1 Definitions: In these Terms and Conditions, capitalised terms have the meaning given in context and, unless the context otherwise requires: “Additional Support” means the Support Services provided by Medtech to You in accordance with clause 7.5; “Agreement” means any agreement other than the Proposal between Medtech and You which relates to the use of Medtech Products.
“Application Support” means the Support Services provided to you by Medtech that arise primarily out of Product operation (as set out in more detail in clause 7); “Business Day” means any day which is not a Saturday, Sunday or public holiday in Auckland, New Zealand; “Cloud Product” means a Product provided to You by Medtech that is delivered in a hosted environment; “Cloud Support” means the Support Services provided to You by Medtech that You purchase in addition to Application Support, that relates primarily to Cloud Products; “Commencement Date” is the date our Agreement commences as set out in the Proposal; or agreement “Compatible Hardware and Software” means hardware and Database Software meeting the minimum specification requirements specified by Medtech on its website as otherwise notified to You from time to time; “Customer Data” means the data inputted by You, Your Permitted Users, or Medtech on Your behalf for the purpose of using the Products or facilitating Your use of the Products; “Database Software” means Microsoft Software and Interbase Software; “Derivative Product” means any derivative work, technology, product or service based on the Products or any other intellectual property of Medtech; “Equipment” means any hardware and/or other equipment provided to You by Medtech as may be required to access a Product; “Fees” means the charges payable by You in relation to our Agreement, including those that may be required for you to obtain the benefit of Database Software; “Force Majeure” means any circumstance beyond the reasonable control of a party which result in a party being unable to perform any obligation due under this Agreement (or in Medtech’s case, renders performance significantly uneconomical).
3.5 Representatives: If one of Your representatives accepts any part of this Agreement on your behalf (for example, by clicking “agree” when overseeing installation of Products) you shall be deemed to have accepted as though you had directly agreed yourself. TERM 4.1 Term: This Agreement begins on the Commencement Date and continues for the Subscription Term (in respect of each Product) unless terminated earlier under clause 17.
4.2 Automatic renewal: Unless one party notifies the other in writing that it wishes to terminate this Agreement, at least six months prior to the expiry of the Initial Period (or any Renewal Period), this Agreement will renew automatically for the next Renewal Period (if any). DELIVERY, INSTALLATION AND ACCESS 5.1 Delivery: Medtech will deliver the Products and any Equipment to You, or provide You with the relevant information to access to the Products (as the case may be) on or before the Commencement Date.