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6. Services 6.1 Unless otherwise stated in Schedule 3 the Services will be provided by Civica or its affiliates or its or their representatives or contractors on Working Days, either at Civica sites or at the Installation Address. 6.2 Customer will give to Civica promptly upon request such information and documents as Civica reasonably requires for the provision of the Services. 6.3 Services will be provided in accordance with this Contract and in particular Schedule 3. Each party shall perform its obligations set out in this Contract in a timely manner. 6.4 If the dates scheduled for delivery of the Implementation Services are deferred or cancelled by Customer, Civica may revise any scheduled date for completion of any part of the Implementation Services and/or change for the days as detailed in Clause 12.5. 6.5 Support Services are only available for the then current and immediately preceding release of the Software. Additional Services 6.6 This Contract also acts as an umbrella agreement, which sets out the general terms for the supply of additional related software and services by Civica to the Customer, when so requested from time to time. Such additional software and services and any particular special terms and conditions applicable to the supply thereof shall be set out in Orders. If Civica provides any additional software or services Customer shall be charged separately for the provision of these at Civica's then prevailing rates for such software or services. 7. Delivery and Acceptance 7.1 Upon delivery of any Products to Customer's premises risk shall pass to Customer; title to and property in the Products shall remain with Civica until payment for the Products is made in full by Customer and is received by Civica. 7.2 Where installation of Software: 7.2.1 is by Civica, delivery shall be the date when Civica installs the Software onto the associated hardware either at Civica's premises, or premises of a third party acting on Customer's or Civica's instructions, or the Installation Address; 7.2.2 is a Customer Responsibility, delivery shall be the date the Software is delivered to Customer (either by a physical delivery on media, or remotely by electronic means). 7.3 Acceptance of Software shall be on the earlier of: 7.3.1 where no acceptance tests are specified in Schedule 3, on delivery or delivery and installation of the Software as detailed in Clause 7.2; or 7.3.2 where acceptance tests are specified in Schedule 3, subject to Clause 7.3.4, when the Software has passed such tests; or 7.3.3 deemed to have occurred on the date of first live use or processing of data (except for testing purposes); or 7.3.4 in the event that acceptance tests, under Clause 7.3.2, are delayed due to the acts or omissions of Customer, then Civica shall give 14 days' notice of its requirement that the tests shall be carried out. If such tests are not then carried out the 14 day period (from the date of Civica's notice) due to the continuing acts or omissions of Customer, the Software shall be deemed to have been accepted upon expiration of the 14 day period. Warranties 8.1 Each party warrants to the other that it has the full power and authority to enter into and perform this Contract. 8.2 Civica warrants in respect of the Software: 8.2.1 that it will, during normal use, provide the facilities and functions described in the accompanying software manuals. Such warranty will start upon acceptance of the Software (in accordance with Clause 7) and continue for so long as the Software is supported by Civica Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 6 of 19