Client shall Clause Samples
The "Client shall" clause establishes specific obligations or actions that the client is required to perform under the agreement. Typically, this clause outlines duties such as providing necessary information, making timely payments, or cooperating with the service provider to facilitate the contract's objectives. By clearly defining the client's responsibilities, this clause ensures both parties understand their roles and helps prevent disputes arising from unmet expectations or misunderstandings.
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Client shall. 2.1.1. Not use the VBAs to facilitate prohibited or illegal transactions.
2.1.2. Maintain appropriate reserve as may be required by FINCRA.
2.1.3. Comply with all applicable laws and any relevant Card Scheme Rules.
2.1.4. Accept payments and process refunds only from customers in connection with goods and/or services supplied by the Client and in respect of goods and services which commonly fall within its business as identified in its request to FINCRA for the services or which the customer would reasonably expect to receive in respect of goods or services the provision of which is in accordance with applicable law.
2.1.5. Rremain solely responsible for ensuring the correct implementation, installation, integration, security, and operation of all systems, equipment, software, and telecommunications and use of the services on its own platform.
Client shall. (a) Provide full and timely cooperation and accurate and complete information to enable TCL to source business travel arrangements on its behalf and ensure that all necessary consents or approvals are gained from travellers for the disclosure of relevant information to TCL and any Suppliers for the purposes of this agreement;
(b) Pay all fees and payments and invoices due in accordance with this agreement (including and any terms incorporated into it by reference) and the Supplier Terms;
(c) Comply with all applicable laws and regulations, including Data Protection Legislation, the Bribery Act 2010 and the Modern Slavery Act 2015 so far as they apply to the Client in the pursuance of this agreement;
(d) Indemnify TCL against all liabilities, costs, expenses, compensation awards, fines, penalties, damages and losses (including legal and other professional costs and expenses) suffered or incurred by TCL arising out of or in connection with (i) any breach of any nature whatsoever by the Client of its obligations expressed or implied under this agreement (including any terms incorporate into by reference) and/or the Supplier Terms; and/or (ii) any act or default of the Client or Client Personnel.
Client shall. 2.1.1. be and remain Payment Card Industry Data Security Standard (PCIDSS) compliance during the term of this Agreement, if requested by Fincra;
2.1.2. implement a fraud protection and monitoring tool and provide evidence of same to Fincra, if requested by Fincra;
2.1.3. implement a two-factor authentication system;
2.1.4. not use any cardholder payment card details including but not limited to Primary Account Number (PAN) or Card Number, Personal Identification Number (PIN), Card Verification Value (CVV) for any purpose other than for the facilitation of the payment authorized by the cardholder;
2.1.5. perform the necessary KYC (Know your customer) & due diligence on all its customers in accordance with applicable regulation;
2.1.6. implement a two-factor authentication system as required by the CBN;
2.1.7. take full responsibility for the integration process using the API furnished by Fincra. All integration however, shall be subject to passing Fincra’s Integration acceptance tests prior to go live;
Client shall. Provide a project coordinator with knowledge of Client's applications to interface with Contractor's Project/Account Manager.
Client shall. 2.1.1. Initiate an exchange order for FINCRA’s processing.
2.1.2. Transfer the quantity of currency agreed in the exchange order into FINCRA’s account or e-wallet.
2.1.3. Provide the requisite KYC documents.
2.1.4. Submit to any compliance checks required by FINCRA.
2.1.5. Comply with applicable AML/CFT regulations.
2.1.6. Ensure that the proceeds of this Agreement are not used to fund illegal or prohibited transactions.
2.1.7. Abide by and continue to observe all guidelines and conditions related to each transaction as may be made from time to time and communicated by FINCRA.
Client shall. (a) Provide full and timely cooperation and accurate and complete information to enable TCIL to source business travel arrangements on its behalf and ensure that all necessary consents or approvals are gained from travellers for the disclosure of relevant information to TCIL and any Suppliers for the purposes of this agreement;
(b) Pay all fees and payments and invoices due in accordance with this agreement (including and any terms incorporated into it by reference) and the Supplier Terms;
(c) Comply with all applicable laws and regulations, including Data Protection Legislation and anti-Bribery legislation so far as they apply to the Client in the pursuance of this agreement;
(d) Indemnify TCIL against all liabilities, costs, expenses, compensation awards, fines, penalties, damages and losses (including legal and other professional costs and expenses) suffered or incurred by TCIL arising out of or in connection with (i) any breach of any nature whatsoever by the Client of its obligations expressed or implied under this agreement (including any terms incorporate into by reference) and/or the Supplier Terms; and/or (ii) any act or default of the Client or Client Personnel.
Client shall. (a) cooperate with 2nd.MD in all matters relating to the Services and appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement, not including the authority to amend this Agreement (the “Client Contract Manager”);
(b) provide access to the Services to all eligible Members; DocuSign Envelope ID: 0CAAB2B0-DBDE-4C6F-A324-8A3A6FEF6763
(c) support the implementation of a communications campaign to educate Members regarding the availability and value of the Services, provided that prior to publishing, distributing or displaying any content about the Services, either directly or indirectly through a third party, Client shall provide 2nd.MD with an opportunity to review and approve such content, and will not, under any circumstances, display, publish or distribute any content about 2nd.MD or the Services that has not been reviewed and approved by 2nd.MD; and
Client shall. 1provide Thomson CompuMark in a timely manner with information, specifications or instructions of sufficient detail, accuracy and completeness as reasonably required by Thomson CompuMark; and
Client shall. 1provide Clarivate in a timely manner with information, specifications or instructions of sufficient detail, accuracy and completeness as reasonably required by Clarivate; and