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Agreements and Modifications | This Agreement is between:
REFINITIV CANADA HOLDINGS LIMITED, having an office located at 400-333 BAY STREET, TORONTO, ON M5H 2R2 (the "Customer") AND
ROGERS COMMUNICATIONS CANADA INC., having an office located at One Mount Pleasant Road, Toronto, ON M4Y 2Y5 ("Rogers").
For valuable consideration, the receipt and suffi... | 0 |
Scope and Deliverables | 1.1. Rogers will provide to Customer, at Customer's request, the Services and Products described in each Schedule attached to, and forming part of, this Agreement from time to time, in accordance with the terms and conditions of this Agreement and any applicable Schedule(s). The Services may be provided by Rogers, its ... | 1 |
Contractual Definitions and Interpretations | "Acceptable Use Policy" means the policies, rules and limits that all users (including Customer and the End Users) must adhere to in their use of the Rogers network, Services and Rogers Equipment. The Acceptable Use Policy, as modified from time to time, is available online at Rogers.com/terms. "Affiliates" has the sam... | 2 |
Fees, Expenses, and Invoicing | 3.1. Fees and Taxes/Payment Terms: Customer shall pay fees for the Services, the Product price, Termination Fees (as defined in Subsection 5.1), and any other amount payable under this Agreement (collectively the "Fees"). Customer shall also pay applicable commodity taxes, and similar taxes levied or assessed by any lo... | 3 |
Termination and Renewal | Agreement #: 00484334.0 Version: May 15, 2016
Page 2 of 25
@ 2016 Rogers Communications
DocuSign Envelope ID: 1663F0AE-3885-46D8-9E46-623FB2AA13D3
4.1. Term of the Main Body of this Agreement: The term of the MECA (the "MECA Term") will begin on the date it is signed by Customer and it will expire or terminate on the d... | 4 |
Termination and Renewal | 5.1. Early Termination of Service by Customer: Customer may terminate a Service it has requested under a Schedule ("Terminated Service") at any time before the end of the relevant Service Term by giving at least 30 days' prior written notice to Rogers. If Customer terminates a Service under this Section, Customer shall... | 5 |
Agreements and Modifications | 6.1. Rogers Equipment shall at all times be and remain the exclusive property of Rogers, wherever located, including on Customer premises. Upon termination or expiration of the Agreement or Services, Customer shall return the Rogers Equipment to Rogers at Customer's expense. Customer shall be responsible for the loss o... | 6 |
Termination and Renewal | Rogers has the right to suspend all or part of the Services or access to the Services immediately if Rogers reasonably suspects or determines that there is a malfunction, abuse, incorrect configuration or use of the Products, the Services, the Third Party Services, the Rogers Equipment or Network, to maintain or improv... | 13 |
Miscellaneous Provisions and General Terms | Except as expressly stated herein, Rogers disclaims all warranties, express, implied or statutory, including without limitation, and any implied warranties of merchantability or fitness for a particular purpose. Customer acknowledges that Rogers does not warrant (i) uninterrupted or error-free Services, or (ii) the con... | 16 |
Miscellaneous Provisions and General Terms | Customer acknowledges that there is some content accessible through the Services that may be offensive to Customer or an end user, or that may not be in compliance with applicable law. Customer acknowledges that Rogers does not own or have any control over the availability, accuracy or any other aspect of any third-par... | 19 |
Miscellaneous Provisions and General Terms | Neither Party shall use the name of the other Party in publicity, advertising, or similar activity, without the prior written consent of the other. | 20 |
Scope and Deliverables | Unless otherwise agreed in a Product Quotation, Customer will be responsible for the preparation of each delivery site for the installation/implementation of the Hardware and/or Software. | 22 |
Agreements and Modifications | This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. | 23 |
Miscellaneous Provisions and General Terms | If any provision of this Agreement is illegal or unenforceable, that provision shall be considered separate and severable from the remaining provisions of this Agreement and the remaining provisions shall remain in force. Amendments shall be made to this Agreement to put the Party who is disadvantaged by such illegalit... | 24 |
Agreements and Modifications | This Agreement, along with any related Schedule(s), if any, constitute the entire understanding between the parties with respect to the subject matter of this Agreement and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting th... | 25 |
Agreements and Modifications | Customer shall not assign this Agreement or any part of it without the prior written consent of Rogers. | 26 |
Procurement and Legal Information | Rogers may credit assess Customer from time to time as reasonably required to assess Rogers' risk. Each credit assessment will determine Customer's credit limit on Customer's Rogers' account (details of which are available on request). Rogers also reserves the right to change Customer's credit limit at any time. Notice... | 30 |
Agreements and Modifications | All notices given under this Agreement shall be in writing and will be deemed to have been duly delivered, effective upon receipt if couriered, hand delivered or emailed with return receipt requested, or effective 3 business days after being deposited, postage prepaid, return receipt requested, in the mail and sent to ... | 31 |
Miscellaneous Provisions and General Terms | Other than with respect to the payment of Fees and Taxes and other amounts to Rogers, in no event shall either Party have any liability for failure to comply with this Agreement, if such failure results from the occurrence of any contingency beyond the reasonable control of the Party including, without limitation, stri... | 33 |
Agreements and Modifications | Waiver by either Party of any default by the other Party shall not be deemed a continuing waiver of such default or a waiver of any other default. | 34 |
Contractual Definitions and Interpretations | The parties hereto have required that this Agreement and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language. Les parties aux présentes ont demandé que ce contrat et tous les documents ou avis en résultant ou y étant associés soient rédigés en anglais. | 35 |
Miscellaneous Provisions and General Terms | The headings of all articles or sections herein are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. Except where the context otherwise indicates, words importing the singular number only shall include the plural, and vice versa, and words importing the masculin... | 36 |
Miscellaneous Provisions and General Terms | All provisions that logically ought to survive termination of this Agreement shall survive.
The following individual is hereby identified by the Customer as the primary Customer contact for the purposes of authorizing activity or changes on the Customer's account:
Business Authorized User Name
Trevor C. Blackmore
Busin... | 37 |
Miscellaneous Provisions and General Terms | This Product Schedule sets out provisions with respect to the Customer's subscription to the Products and/or Services described herein as provided by Rogers Communications Canada Inc. ("Rogers"), details of which are stipulated in the Product Quotation. This Product Schedule is an attachment to and forms an integral pa... | 38 |
Scope and Deliverables | This Product Description pertains specifically to the Corporate Share Plan supplied by Rogers to the Customer. Rogers' wireless services, including the wireless services provided with the Corporate Share Plan, are provided over a coast-to-coast Rogers-owned network based on 4G HSPA+, LTE, LTE-Advanced, and multi-path d... | 39 |
Pricing and Quotes | The Corporate Share Plan have the following six (6) subsidized and unsubsidized core price plans to which additional options and features may be added.
· Voice Only Plan
· 3 GB Voice & Data Plan
. 5 GB Voice & Data Plan
. 7 GB Voice & Data Plan
· 10 GB Voice & Data Plan
· 7 GB Canada to US Plan
The standard inclusions ... | 40 |
Pricing and Quotes | The Corporate Share Plan has the following six (6) subsidized and unsubsidized MBB / Data Share Only price plans.
• Data Share Only Plan
· 1 GB Data Share Only Plan
· 2 GB Data Share Only Plan
· 3 GB Data Share Only Plan
. 5 GB Data Share Only Plan
· 10 GB Data Share Only Plan
The standard inclusions of each of the MBB... | 41 |
Hardware and Software Requirements | Wi-Fi Calling enables the Customer end-user to use a compatible Rogers Device to make and receive phone calls, and send and receive messages, over a Wi-Fi Network. This means the Customer end- user would still be able to call and text even in areas where the Rogers Wireless Network coverage is limited, such as office b... | 44 |
Miscellaneous Provisions and General Terms | Rogers Business Self-Serve (RBSS) is a secure and integrated online billing, payment, and reporting system based upon a J2EE/Oracle platform. It includes monthly billing information for the Customer's wireless services provided by Rogers, as well as permitting the Customer to automatically generate reports on a wide-ra... | 46 |
Pricing and Quotes | Where the Customer is migrating to the Corporate Share Plans from another Rogers' wireless price plan, the Corporate Share Plans pricing will take effect on the first day of the Customer's next wireless billing cycle, unless otherwise indicated by Rogers, and any previously existing Customer price plans will be deleted... | 47 |
Fees, Expenses, and Invoicing | Where the Customer's pricing for Corporate Share Plan Services has been discounted, as reflected in the Product Quotation, such discounting is subject to the Customer attaining the Committed Number of Lines (as set out in the Product Quotation) by the Commitment Date and maintaining the Committed Number Lines for the d... | 49 |
Scope and Deliverables | Services may from time to time be ordered by the Customer for use by any one or more officers or full time employees of the Customer (each an "Employee"), as applicable, by requesting to activate a Corporately Paid Line. The Customer acknowledges and agrees that it shall be liable for all amounts owing to Rogers for Co... | 50 |
Fees, Expenses, and Invoicing | An Economic Inducement Recovery Fee ("EIRF") applies if Rogers provided an Economic Inducement when the Line Term was agreed to, and if the Line is terminated prior to the end of the Line Term. The EIRF is equal to the amount of the Economic Inducement multiplied by the number of months remaining in the Line Term at th... | 51 |
Agreements and Modifications | Unless otherwise stated, where an amount of EIRF waivers is set out in the Product Quotation, the Customer may deactivate such amount of Corporately Paid Lines during the Initial Service Term, (excluding porting activity) without paying the EIRF, provided that the number of active and eligible Corporately Paid Lines at... | 52 |
Hardware and Software Requirements | All Devices purchased from Rogers is covered by the hardware manufacturer's original warranty. Upon request, the Rogers sales team will provide the Customer with up-to-date warranty information for the hardware. The risk of loss or damage to any Device shall pass to the Customer upon receipt at the Customer's premises.... | 53 |
Fees, Expenses, and Invoicing | Where the Customer purchases a Device from Rogers and activates the Device on a Core Price Plan that is ineligible for hardware subsidy, the Customer will be charged the No Term Device Price then advertised at http://enterprise.rogers.com/en/products-plans/phones-devices, minus any promotional offers made by Rogers to ... | 54 |
Hardware and Software Requirements | Unless otherwise stated in the Product Quotation, if a Corporately Paid Line chooses to upgrade its hardware Device prior to fulfilling its Line Term (but not before one month after the Device's activation), then a one-time charge for the applicable Line will apply for each month remaining in the applicable Line Term. ... | 55 |
Hardware and Software Requirements | Where an amount of early hardware upgrade (pre-HUP) waivers is set out in the Product Quotation, the Customer may upgrade such amount of Corporately Paid Lines each year (the twelve (12) month period beginning on the Service Effective Date for the Corporate Share Plan Services) during the Initial Service Term, without ... | 56 |
Fees, Expenses, and Invoicing | If the Customer chooses to downgrade a Line to a core price plan with a lower tier of hardware subsidy eligibility during the Line Term, then the Customer will be charged a one-time hardware downgrade fee. The downgrade fee is based on the difference between the DSRF at time of activation and the DSRF in the lower tier... | 57 |
Pricing and Quotes | The One-Time Activation Credit will be applied on net new activations of eligible Corporately Paid Lines that occur within three (3) months of the Service Effective Date of the Corporate Share Plan Services, or such other Expiry Date as may be set out on the Product Quotation.
In the event that the Customer terminates ... | 58 |
Termination and Renewal | The One-Time Renewal Credit will be applied on renewals of eligible Corporately Paid Lines that occur within twelve (12) months of the Effective Date of the Corporate Share Plan Services, or such other Expiry Date as may be set out on the Product Quotation.
Corporately Paid Lines are eligible for the One-Time Renewal C... | 59 |
Reports and Documentation | Actual billed rates for data usage may vary from those quoted as a result of, without limitation, rounding, minimum message length, and usage patterns. All usage is rounded up to the next highest increment (MB, minute, etc.). Customer agrees that, to the extent there is any dispute as to the amount of data transmitted ... | 61 |
Miscellaneous Provisions and General Terms | Canadian, United States and International Long Distance will be charged in increments of sixty (60) seconds, rounded up to the nearest minute on a per call basis. | 63 |
Scope and Deliverables | Additional service details and additional plans and features that the Customer may purchase from Rogers are set out at rogers.com/business, subject to certain eligibility requirements. The Customer's discount, if any, does not apply to these additional plans and features. | 64 |
Miscellaneous Provisions and General Terms | The Services will be provided to Customer using the Rogers Wireless Network within the area that Rogers provides the Services (which area may be enlarged or reduced in scope from time to time by Rogers in its sole discretion). The Customer acknowledges that the geographic areas within which Rogers provides different Se... | 65 |
Agreements and Modifications | LSE CORPORATE
This Master Software as a Service Agreement ("Agreement") is effective on 01 June 2023 ("Effective Date"), between Refinitiv Limited (the "Customer"), a company registered in England and Wales whose registered office is at 5 Canada Square, London E14 5AQ and OTCStreaming Limited, a Limited Company with of... | 67 |
Miscellaneous Provisions and General Terms | (A) The Supplier owns or otherwise has the right to provide certain hosted software programs and related support services. The parties desire to enter into this Agreement to establish the provision of the Supplier's services pursuant to the Agreement terms and conditions.
(B) In consideration of the mutual obligations ... | 68 |
Contractual Definitions and Interpretations | 1.1. The definitions and rules of interpretation in this clause 1 apply to this Agreement.
"Acceptance Test" has the meaning given in clause 6.1.
"Acquired Affiliate" has the meaning given in clause 4.2(ii).
"Affiliate" means in relation to a party, any company, partnership or other entity which from time to time Contr... | 69 |
Procurement and Legal Information | (i) The scope and additional terms of an order for Services or an engagement will be included in an Order Form. Each Order Form must be accompanied by a Purchase Order as a prerequisite to payment. The Supplier shall reject all Order Forms or other requests for Services until and unless it receives a corresponding purc... | 73 |
Completion and Acceptance Criteria | 6.1. Acceptance Test. The Customer or its designees may conduct a multi-phase acceptance testing process (including but not limited to testing in the Customer's production environment) for the purpose of determining whether the Subscription Service performs in accordance with, or otherwise meets, the relevant Customer ... | 74 |
Technical Support and Services | 9.1. Initial Training. The Supplier will, upon the Customer's request, initially train the Customer's personnel on full use of the Subscription Service. The Supplier will conduct training at a site and at times agreed upon by the parties and as described in an Order Form. Unless provided otherwise in the Order Form, th... | 77 |
Technical Support and Services | 10.1. Support. The Supplier will provide Support in accordance with this Agreement and Support Exhibit.
10.2. Availability and Term Length. The Supplier will ensure that Support is fully available for the duration of the Subscription Period.
10.3. Support Pricing. Support pricing is included in the Subscription Fees. | 78 |
Pricing and Quotes | 11.1. Pricing. The Customer shall pay:
(i) the Subscription Fees; and
(ii) the fees in respect of any additional Services purchased by the Customer and/or any Service Recipient under this Agreement (including any Consultancy Service and/or Support Services),
in accordance with the payment or pricing schedule contained ... | 79 |
Fees, Expenses, and Invoicing | 12.1. Invoicing. The Supplier will invoice the Customer within 120 days following the Customer's acceptance of the Subscription Service and the Supplier's invoice must identify the Subscription Service, the Customer's Order Form number, the Customer's Purchase Order details, and payment amount due. The Customer is reli... | 80 |
Miscellaneous Provisions and General Terms | The Supplier agrees to maintain insurance with financially sound and reputable insurance companies in such amounts and against such risks as is customarily carried by responsible companies/firms in the Supplier's industry engaged in similar businesses and in similar geographic areas. At a minimum, during the Term, the ... | 85 |
Miscellaneous Provisions and General Terms | Neither party will be liable to the other for a failure to meet obligations due to a Force Majeure Event, so long as the non-performing party makes commercially reasonable efforts to resume performance as soon as possible. The party claiming excusable delay due to a Force Majeure Event will immediately inform the other... | 86 |
Termination and Renewal | 22.1. Agreement Term. This Agreement is effective from the Effective Date, and will then continue in force until terminated by either party in accordance with its terms (the "Term").
22.2. Order Form Term. Each Order Form is effective from the Subscription Commencement Date and shall continue in force for the duration ... | 90 |
Miscellaneous Provisions and General Terms | 23.1. Independent Contractor Relationship. The parties agree that the Supplier is an independent contractor and not an employee, agent, fiduciary or partner of the Customer. Nothing in this Agreement or any Order Form is intended to, or shall operate to, create a partnership between the parties, or to authorise either ... | 91 |
Miscellaneous Provisions and General Terms | · Template Order Form Exhibit
· Subscription Service Level Agreement and Support Exhibit
· Consultancy Service Exhibit
· Customer Data Security Exhibit
· Special U.S. Government Provisions Exhibit
Customer Data Processing Exhibit
· STANDARD CONTRACTUAL CLAUSES | 92 |
Agreements and Modifications | ORDER FORM #
Capitalised terms not defined herein have the meanings ascribed to them in the Agreement.
1. Description of Subscription Service and the Customer's Requirements
(a) Subscription Service:
i. Define performance and technical requirements
ii. Describe required Supplier Software
a. Subscription Updates
b. Subs... | 93 |
Technical Support and Services | This Consultancy Service Exhibit sets forth the terms that apply to more complex services than those contemplated under the referenced Master Software as a Service Agreement ("Agreement"). Accordingly, the terms of this Consultancy Service Exhibit are intended to supplement and amend the terms of the Agreement with res... | 95 |
Hardware and Software Requirements | Annex 1 to Data Security Exhibit (Third Party Information Security Standard)
of inactivity by the user.
A) Definitions
4. Password Lockout. For both Standard Accounts and Privileged Accounts, failed login attempts must be limited to
"Standard Account": means an account that does not meet the definitions of Privileged o... | 97 |
Miscellaneous Provisions and General Terms | In connection with Supplier's performance under this Agreement, Supplier agrees to comply with the provisions of the Federal Acquisition Regulations ("FAR") which follow, as well as those provisions of FAR 52.244-6 (available at www.acquisition.gov/far), as applicable. Specifically, Supplier agrees to comply with the f... | 98 |
Agreements and Modifications | LSE CORPORATE
This Master Software as a Service Agreement ("Agreement") is effective on 01 June 2023 ("Effective Date"), between Refinitiv Limited (the "Customer"), a company registered in England and Wales whose registered office is at 5 Canada Square, London E14 5AQ and OTCStreaming Limited, a Limited Company with of... | 100 |
Miscellaneous Provisions and General Terms | (A) The Supplier owns or otherwise has the right to provide certain hosted software programs and related support services. The parties desire to enter into this Agreement to establish the provision of the Supplier's services pursuant to the Agreement terms and conditions.
(B) In consideration of the mutual obligations ... | 101 |
Contractual Definitions and Interpretations | 1.1. The definitions and rules of interpretation in this clause 1 apply to this Agreement.
"Acceptance Test" has the meaning given in clause 6.1.
"Acquired Affiliate" has the meaning given in clause 4.2(ii).
"Affiliate" means in relation to a party, any company, partnership or other entity which from time to time Contr... | 102 |
Procurement and Legal Information | 5.1. Order Form Process.
(i) The scope and additional terms of an order for Services or an engagement will be included in an Order Form. Each Order Form must be accompanied by a Purchase Order as a prerequisite to payment. The Supplier shall reject all Order Forms or other requests for Services until and unless it rece... | 106 |
Completion and Acceptance Criteria | 6.1. Acceptance Test. The Customer or its designees may conduct a multi-phase acceptance testing process (including but not limited to testing in the Customer's production environment) for the purpose of determining whether the Subscription Service performs in accordance with, or otherwise meets, the relevant Customer ... | 107 |
Technical Support and Services | 9.1. Initial Training. The Supplier will, upon the Customer's request, initially train the Customer's personnel on full use of the Subscription Service. The Supplier will conduct training at a site and at times agreed upon by the parties and as described in an Order Form. Unless provided otherwise in the Order Form, th... | 110 |
Technical Support and Services | 10.1. Support. The Supplier will provide Support in accordance with this Agreement and Support Exhibit.
10.2. Availability and Term Length. The Supplier will ensure that Support is fully available for the duration of the Subscription Period.
10.3. Support Pricing. Support pricing is included in the Subscription Fees. | 111 |
Pricing and Quotes | 11.1. Pricing. The Customer shall pay:
(i) the Subscription Fees; and
(ii) the fees in respect of any additional Services purchased by the Customer and/or any Service Recipient under this Agreement (including any Consultancy Service and/or Support Services),
in accordance with the payment or pricing schedule contained ... | 112 |
Fees, Expenses, and Invoicing | 12.1. Invoicing. The Supplier will invoice the Customer within 120 days following the Customer's acceptance of the Subscription Service and the Supplier's invoice must identify the Subscription Service, the Customer's Order Form number, the Customer's Purchase Order details, and payment amount due. The Customer is reli... | 113 |
Miscellaneous Provisions and General Terms | The Supplier agrees to maintain insurance with financially sound and reputable insurance companies in such amounts and against such risks as is customarily carried by responsible companies/firms in the Supplier's industry engaged in similar businesses and in similar geographic areas. At a minimum, during the Term, the ... | 118 |
Miscellaneous Provisions and General Terms | Neither party will be liable to the other for a failure to meet obligations due to a Force Majeure Event, so long as the non-performing party makes commercially reasonable efforts to resume performance as soon as possible. The party claiming excusable delay due to a Force Majeure Event will immediately inform the other... | 119 |
Termination and Renewal | 22.1. Agreement Term. This Agreement is effective from the Effective Date, and will then continue in force until terminated by either party in accordance with its terms (the "Term").
22.2. Order Form Term. Each Order Form is effective from the Subscription Commencement Date and shall continue in force for the duration ... | 123 |
Miscellaneous Provisions and General Terms | 23.1. Independent Contractor Relationship. The parties agree that the Supplier is an independent contractor and not an employee, agent, fiduciary or partner of the Customer. Nothing in this Agreement or any Order Form is intended to, or shall operate to, create a partnership between the parties, or to authorise either ... | 124 |
Miscellaneous Provisions and General Terms | · Template Order Form Exhibit
· Subscription Service Level Agreement and Support Exhibit
· Consultancy Service Exhibit
· Customer Data Security Exhibit
· Special U.S. Government Provisions Exhibit
Customer Data Processing Exhibit
· STANDARD CONTRACTUAL CLAUSES | 125 |
Agreements and Modifications | ORDER FORM #
Capitalised terms not defined herein have the meanings ascribed to them in the Agreement.
1. Description of Subscription Service and the Customer's Requirements
(a) Subscription Service:
i. Define performance and technical requirements
ii. Describe required Supplier Software
a. Subscription Updates
b. Subs... | 126 |
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