Customer Obligations. 4.1 The Customer agrees and undertakes: a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences; d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party; f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; h) Comply with the Supplier’s and BT’s reasonable safety and security requirements; i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls; j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required; k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points; l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects; m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t ime; n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services. 4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with; a) Any breach of the Customer’s obligations under the Contract; b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer; c) Subject to condition 4.1o) Toll Fraud; and d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes. 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3 4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default); a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations. b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 3 contracts
Sources: Network and Line Rental Agreement, Network and Line Rental Agreement, Network and Line Rental Agreement
Customer Obligations. 4.1 The Customer agrees and undertakesshall:
(a) To prepare its Premises according to any instructions issued by the Supplier or BT, cooperate with Uniserve and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier reasonably assist in all matters relating to the Services and appoint and, in its reasonable discretion, replace a Customer employee to serve as the primary contact with respect to the Agreement and who will have the authority to act on behalf of Customer with respect to matters pertaining to the Agreement;
(b) provide the Supplier with assistance from such access to Customer's premises, the Customer’s employees where System, suitably qualified personnel, and such office accommodation and other facilities, as may reasonably requiredbe requested by Uniserve, for the purposes of performing the Services;
k(c) Permit respond promptly to any Uniserve request to provide direction, information, approvals, authorizations or procure permission decisions that are reasonably necessary for Uniserve to perform Services in accordance with the Supplier to freely and safely access its premises and service connection pointsrequirements of the Agreement;
l(d) Provide the Supplier with provide such materials and information and materials as the Supplier Uniserve may reasonably require request in order to supply carry out the Servic es; Services, in a timely manner, and ensure that such information it is complete and accurate in all material respects;
(e) ensure that all Customer-Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant legal and industry standards or requirements;
(f) perform all obligations identified as “Customer Responsibilities” in each SoW;
(g) ensure the Customer’s System is set up and in working order (except to the extent such set up and maintenance forms part of the Services) to allow Uniserve to perform the Services and deliver and, where applicable, install, software and equipment in accordance with each applicable SoW;
(h) participate through suitably qualified and authorized Customer personnel in (i) all meetings scheduled in or in accordance with each applicable SoW and (ii) such other meetings as may be scheduled by Uniserve;
(i) provide all consents, approvals, notices and other communications as required under the Agreement and, where applicable, as specified in each applicable SoW;
(j) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer- caused delays in Uniserve’s provision of the Services;
(k) not resell Services, or access to Services or Equipment, directly or indirectly to third parties, except as authorized by a SoW;
(l) ensure that no Uniserve Personnel are subject to Harassment or an unsafe working environment while at Customer’s premises or when providing the Services; and
(m) Use comply with any third-party license agreements which apply to any software Uniserve make available to Customer. Additionally, Customer shall not use the Services in accordance ways that infringe the rights of others, or interfere with such instructions/conditions as may be notified in writing by the Supplier from time other users of our network or other networks. For example, Customer shall not distribute chain letter or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier or BT be required to cross any land belonging gain unauthorized entry to any party site or network; distribute child pornography, obscenity or defamatory material over the Internet; or infringe copyrights, trademarks or other than the Customer or to put BT Equipment on any intellectual property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have rights. Uniserve reserves the right to suspend performance of all, or terminate the Services (or any portion thereof) without notice in the event that Uniserve believes that Customer’s use (or any of User’s use) of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any is in violation of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligationsthis section.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ Act 1984 or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 2 contracts
Sources: Network and Line Rental Agreement, Network and Line Rental Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
(a) To to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
(b) To to provide at its own cost and expense, expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
(c) Not not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
(d) Not not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
(e) Not not to use the Services or permit the Service Services to be used in any way which would constitute a violation or an infringement of the rights of any other party;
(f) To to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
(g) That that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
(h) Comply comply with the Supplier’s 's and BT’s 's reasonable safety and security requirements;
(i) To to procure that the Services are not used fraudulently or in connection with a criminal offence office or to make offensiveoffence, indecent, menacing, nuisance or hoax callsCalls;
(j) To to co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s 's employees where reasonably required;
(k) Permit permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
(l) Provide provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; , and ensure that such information is accurate in all material respects;
(m) Use use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
(n) Obtain obtain and maintain all necessary licenses licences, permissions, licenses, consents, registrations and approvals which may be required require d before the Commencement Date; and
(o) Be be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesservice.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses losses (including loss of liabilitiesliabil ities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;:
(a) Any any breach of the Customer’s obligations under the Contract;
(b) The the death of any of the Supplier’s 's employees caused by the negligence or wilful misconduct of the Customer;
(c) Subject subject to condition 4.1o) 4.1(o), Toll Fraud; and
(d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions condition 4.3.
4.5 If call traffic falls significantly below the norm for 30 days or more, the Supplier reserves the right to invoice the shortfall and/or raise termination charges based upon the average of the preceding 3 months’ full billing.
4.6 If the Supplier’s 's performance or of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);):
(a) The supplier shall, the Supplier shall without limiting its other rights or remedies, remedies have the right to suspend performance of all, all or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s 's performance or of any of its obligations.;
(b) The the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s 's failure or delay to perform any of its obligations as set out in this condition 4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 2 contracts
Sources: Customer Service Agreement, Customer Service Agreement
Customer Obligations. 4.1 The
5.1 In relation to the Authorised Users the Customer agrees and undertakesundertakes to:
(a) To prepare ensure that the number of persons using the Software, Services and Documentation are Authorised Users;
(b) it will not allow or suffer any subscription to be used by more than one individual Authorised User unless it has been reassigned in its Premises according entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any instructions issued by right to access or use the Software, Services and/or Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation and shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
(e) it shall permit the Supplier or BTthe Supplier's designated auditor to audit the Software and Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(f) if any of the audits referred to in this clause 5.1
(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual;
5.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
5.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Software, Services and/or Documentation to provide BT with reasonable services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software, Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Premises;Services and/or Documentation, other than as provided under this clause 2; or
b(f) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services introduce or permit the Services to be used for the transmission introduction of any material which is intended Virus or Vulnerability into the Supplier's network and information systems.
5.4 The Customer shall use all reasonable endeavours to be defamatoryprevent any unauthorised access to, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BTof, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of Software, Services and/or the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensiveDocumentation and, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of any such unauthorised access or use, promptly notify the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong 5.5 The rights provided under this clause 5 are granted to the Customer (for example a neighbour only, and shall not be considered granted to any subsidiary or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach holding company of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: License Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:shall: Inciper
(a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To reasonably co-operate with the Supplier Inciper in all matters relating to the Services and appoint the Customer Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services;
(b) comply with the technical and operational requirements set out in the Statement of Work to enable Inciper to provide the Supplier with assistance from Services and the Customer acknowledges that Inciper shall not be liable for any delays in performing any of the Services which are as a result of the Customer’s employees where non-compliance with this clause;
(c) provide, for Inciper, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required;
k(d) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with provide, in a timely manner, such documents information and materials as the Supplier Inciper may reasonably require in order to supply the Servic es; require, and ensure that such information it is accurate in all material respects;
m(e) Use inform Inciper of all Customer health and safety rules (other than those health and safety rules and regulations imposed by operation of the law) and any other reasonable security requirements that apply at the Customer's premises;
(f) acquire an appropriate licence for any third-party software or IPR which is required for the use of the Generic Software or Bespoke Software as notified by Inciper in writing;
(g) provide all such assistance as is reasonably necessary to enable Inciper to provide the Services in accordance with such instructions/conditions and meet any project milestones and shall sign off any project milestones as may be notified in writing by the Supplier from time to t ime;
n) Obtain soon as reasonably practical and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for without any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesundue delay.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the SupplierInciper’s performance or any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer DefaultCustomer, and to rely on the Customer Default to relieve it from performance its agents, subcontractors, consultants or any of its obligations to the extent the Customer Default prevents employees which would reasonably prevent or delays the Supplier’s performance or any of its obligations.
b) The Supplier cause a delay, Inciper shall not be liable for any costs costs, charges or losses sustained or incurred by the Customer arising that arise directly or indirectly from the Supplier’s failure such prevention or delay to perform any of its obligations as set out in this condition 4; anddelay.
c) the 4.3 The Customer shall reimburse the Supplier on written demand for not at any costs or losses sustained or incurred by the Supplier arising directly or indirectly time from the Customer Defaultdate of this Agreement to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from Inciper or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Inciper in the provision of the Services.
Appears in 1 contract
Sources: Framework Agreement
Customer Obligations. 4.1 The Customer agrees and undertakesshall:
(a) To prepare its Premises according provide the Supplier with:
(i) all necessary co-operation in relation to any instructions issued this Contract; and
(ii) all information and materials (and access to such information and materials); as may be required by the Supplier or BT, and in order to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, and the Customer is responsible for returning all items back to their original position and for shall ensure that any re-decorating which information as may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with by the Supplier (in all matters relating to the Services accordance with paragraph 4(a)(ii) or otherwise) is complete and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m(b) Use without affecting its other obligations under the Services Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
(c) carry out all Customer responsibilities set out in the Contract in a timely and efficient manner;
(d) provide the Supplier, its employees, agents, consultants and sub- contractors, with access to the Customer’s Premises, office accommodation and other facilities as reasonably required by the Supplier;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
(f) keep the Hardware and all other materials, equipment, documents and other property of the Supplier (the Supplier Materials) at the Customer’s Premises in safe custody at its own risk, maintain the Hardware and Supplier Materials in good condition until returned to the Supplier, insure the Hardware and Supplier Materials against fire, theft or malicious damage and not dispose of or use the Hardware or Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(g) where the Hardware suffers damage or default, notify the Supplier immediately and, where such instructions/conditions damage or default arises due to the acts or omissions of the Customer or a third party, the Customer shall reimburse the Supplier for the cost of any required repair or replacement of the Hardware, including but not limited to mileage costs at 45p per mile and the costs of labour at the rate of £500 per day per person;
(h) ensure that its network and systems comply with the relevant specifications set out in the ▇▇▇▇ or as may be notified in writing provided by the Supplier from time to t imetime;
n(i) Obtain maintain the confidentiality of security access information (including but not limited to usernames and maintain passwords) and immediately Baltic Place East Tower, South Shore Road, Gateshead, United Kingdom, NE8 3AE +▇▇ (▇)▇ ▇▇▇ ▇▇▇ ▇▇▇ | ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇ notify the Supplier of any unauthorised use of the ▇▇▇▇▇▇▇▇.▇▇▇▇ Software or Website;
(j) comply with the Conditions, Scope of Services and ▇▇▇▇ in all necessary licenses respects;
(k) not access, permissionsstore, consentsdistribute or transmit any Viruses, registrations or any material during the course of its use of the ▇▇▇▇▇▇▇▇.▇▇▇▇ Services that:
(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property, and approvals which may be required before the Commencement DateSupplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this paragraph;
(l) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and
o(m) Be solely liable for any costs arising as by the dates agreed with the Supplier (or where there is no such agreement within a result of Toll Fraud in the event the Customer opts out reasonable time of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should request), undertake and complete any works or actions as may be required by the Supplier to ensure the proper preparation of the Premises and any Customer Infrastructure, and the implementation of all network connections, telecommunications links, internet connection, power, and health and safety measures (including, if appropriate, a shutdown of all or BT part of the Premises) necessary for the provision of the Services at the Premises, and/or any other works or actions that may be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred identified by the Supplier as a result being reasonable and necessary for the provision of the Services at the Premises.
4.2 The Customer shall not use the ▇▇▇▇▇▇▇▇.▇▇▇▇ Services, Software or Website in any way that would in the Supplier’s reasonable opinion materially affect the use of or access to the ▇▇▇▇▇▇▇▇.▇▇▇▇ Services, Software or Website of any other user of the ▇▇▇▇▇▇▇▇.▇▇▇▇ Services, or would lead to the Supplier incurring additional charges from its own third party suppliers. Where the Supplier deems that the Customer is using the ▇▇▇▇▇▇▇▇.▇▇▇▇ Services, Software or Website in connection with;such a way, the Supplier may at its sole option:
(a) Any breach of limit or manage the Customer’s obligations under use of, or access to, the Contract;▇▇▇▇▇▇▇▇.▇▇▇▇ Services; and/or
(b) The death of any of amend the Supplier’s employees caused by the negligence ▇▇▇▇▇▇▇▇.▇▇▇▇ Services, (including without limitation, transmission speed or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposesaccess rate).
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 4.3 If the Supplier’s performance or of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.):
Appears in 1 contract
Sources: Terms and Conditions
Customer Obligations.
4.1 The Customer agrees undertakes, warrants and undertakesrepresents that:
a) To prepare its Premises according 4.1.1 has full power and authority to enter into this Agreement;
4.1.2 it is the owner of or has procured all necessary licences, certificates, authorities and consents required by Applicable Law in respect of Customer Proprietary Software and other IPR required for NTT DATA to provide the Services, Products and/or Deliverables under this Agreement;
4.1.3 the Customer Proprietary Software and other IPR referred to in clause 9 do not infringe or constitute an infringement or misappropriation of any instructions issued by IPR or other proprietary rights of any third party;
4.1.4 it will use best endeavours not to introduce any computer virus or other contamination, whether knowingly or not, onto any of NTT DATA’s equipment or systems;
4.1.5 any data supplied to enable NTT DATA in order for it to perform the Supplier or BT, Services and to provide BT with reasonable access to the Premises;
b) To provide at its own cost Products and/or Deliverables, shall be complete and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respectsrespects and the Customer shall retain a back-up copy;
m) Use 4.1.6 it shall comply with all Applicable Law, any acceptable use policies and/or any other conditions, requirements or instructions to the Services in accordance with such instructions/conditions as may be notified in writing by Customer relating to NTT DATA’s performance of the Supplier Agreement from time to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before time during the Commencement DateTerm; and
o) Be solely liable for 4.1.7 it shall enter into and comply with the terms and conditions of any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental ServicesLicence Agreement and/or any other third party Software terms and conditions where reasonably required by NTT DATA pursuant to this Agreement.
4.2 Should During the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord)Term, the Customer will obtain shall be solely responsible for and shall provide (or procure the prior written permission of such party.
4.3 The provision of) all Customer shall indemnify and keep indemnified Retained Responsibilities. If the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage Customer fails to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of provide any of the Supplier’s employees caused by Customer Retained Responsibilities (a "Customer Default"), then, to the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract extent that NTT DATA is prevented or delayed in performing its obligations under this Agreement by any act or omission by such Customer Default ("Knock-on Default"), NTT DATA shall be relieved of liability for such Knock-on Default for the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance duration of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations and afterwards, for so long as and to the extent that the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay continues to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.have an impact upon NTT DATA.
Appears in 1 contract
Sources: Master Services Agreement
Customer Obligations. 4.1 (a) The Customer warrants that it is the authorised agent of the person owning (or having an interest in) the Goods and enters into the Agreement as authorised agent of that person and further warrants and agrees that it will, and undertakeswill procure that its Associates:
a(i) To prepare its Premises according incorporate an effective ‘Himalaya clause’ in respect of a Bill of Lading under which the Goods are consigned:
A. pursuant to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications which ▇▇▇ ▇▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatoryand its Associates have, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of as against any other party, the benefit of every exemption, limitation, condition, liberty, right, defence and immunity contained in that Bill of Lading; and
B. the benefit of which is deemed to apply to ▇▇▇▇▇▇▇ and its Associates from the time at which the Goods are received at the Port (whether for loading or discharge) irrespective of whether the Bill of Lading was issued prior to the arrival of the Goods;
f(ii) To maintain its telecommunications apparatus provide ▇▇▇▇▇▇▇ in a timely manner with any such information as is reasonably required for the efficient conduct of the provision of the Terminal Services;
(iii) comply with all applicable laws, statutes and regulations in force from time to time including the Modern Slavery Act 2018 (Cth) and all other applicable laws, regulations and rules related to modern slavery, and shall provide ▇▇▇▇▇▇▇ with all necessary assistance, information and documentation to enable ▇▇▇▇▇▇▇ to comply with, and to verify the Customer’s compliance with, such laws;
(iv) comply with any policies or procedures of ▇▇▇▇▇▇▇ relating to safety and security in the provision of Terminal Services (as notified from time to time);
(v) provide properly maintained vessels, equipment and machinery, and adequately trained crew sufficient to perform the vessel operation in accordance with applicable laws and as might be necessary to perform the Terminal Services;
(vi) ensure that the vessel operation is carried out in a safe and workmanlike manner with due and proper diligence, skill and expedition;
(vii) comply with the Chain of Responsibility Laws in respect of Goods;
(viii) to the extent that it is required to load or unload a vehicle or train under the Agreement, that all relevant equipment complies with all relevant safety standards and any persons involved in the loading or unloading will have the requisite skill, competence, knowledge and experience and will be appropriately licensed, accredited and certified;
(ix) allow ▇▇▇▇▇▇▇ to obtain immediate access to any Commercial Document (as that term is defined in the Customs Act 1901 (Cth)) where ▇▇▇▇▇▇▇ is required to produce the Commercial Document at the request of a Government Agency;
(x) ensure the Goods are accurately described in the relevant delivery order and all times relevant instructions in relation to their handling, care and control will be provided to ▇▇▇▇▇▇▇;
(xi) ensure the Goods are safely packed, secured and clearly identified and labelled when presented to ▇▇▇▇▇▇▇;
(xii) ensure the packaging, identification, labelling and handling of the Goods, and any documentation and instructions pertaining to the Goods or the handling of the Goods, comply with all applicable laws, regulations and standards;
(xiii) ensure the weight and dimensions of the Container (including the weight of the Goods) which is specified in the documentation is accurate;
(xiv) ensure that any Dangerous Goods or Temperature Controlled Goods will only be tendered in compliance with the Dangerous Goods Protocol and/or the Temperature Controlled Goods Protocol, as applicable;
(xv) ensure that no spills of a Contaminant occur in any location in which the Terminal Services are being carried out;
(xvi) enforce controls at the Customer’s vessel gangway in accordance with applicable law, including but not limited to the ISPS Code; and
(b) The Customer shall ensure that vessels to which ▇▇▇▇▇▇▇ provides Terminal Services under the Agreement are compliant with all relevant regulations, including but not limited to valid Australian marine orders, and are fitted with functional cell guides in good working order in conformation with the relevant standards;and condition and either auto or semi-automatic twist-locks which are homogenous to each vessel.
g(c) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in In the event where the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier vessel is non-compliant with Australian marine orders or BT relevant regulations or presents in a manner which is considered by ▇▇▇▇▇▇▇ to be required unsafe to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord)work, the Customer will obtain upon ▇▇▇▇▇▇▇’s request vacate the prior written permission of such partyberth without undue delay.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Stevedoring Services Agreement
Customer Obligations. 4.1 The Customer agrees undertakes, warrants and undertakesrepresents that:
a) To prepare its Premises according 4.1.1 has full power and authority to enter into this Agreement;
4.1.2 it is the owner of or has procured all necessary licences, certificates, authorities and consents required by Applicable Law in respect of Customer Proprietary Software and other IPR required for NTT DATA to provide the Services, Products and/or Deliverables under this Agreement;
4.1.3 the Customer Proprietary Software and other IPR referred to in clause 9 do not infringe or constitute an infringement or misappropriation of any instructions issued by IPR or other proprietary rights of any third party;
4.1.4 it will use best endeavours not to introduce any computer virus or other contamination, whether knowingly or not, onto any of NTT DATA’s equipment or systems;
4.1.5 any data supplied to enable NTT DATA in order for it to perform the Supplier or BT, Services and to provide BT with reasonable access to the Premises;
b) To provide at its own cost Products and/or Deliverables, shall be complete and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respectsrespects and the Customer shall retain a back-up copy;
m) Use 4.1.6 it shall comply with all Applicable Law, any acceptable use policies and/or any other conditions, requirements or instructions to the Services in accordance with such instructions/conditions as may be notified in writing by Customer relating to NTT DATA’s performance of the Supplier Agreement from time to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before time during the Commencement DateTerm; and
o) Be solely liable for 4.1.7 it shall enter into and comply with the terms and conditions of any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental ServicesLicence Agreement and/or any other third party Software terms and conditions where reasonably required by NTT DATA pursuant to this Agreement.
4.2 Should During the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord)Term, the Customer will obtain shall be solely responsible for and shall provide (or procure the prior written permission of such party.
4.3 The provision of) all Customer shall indemnify and keep indemnified Retained Responsibilities. If the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage Customer fails to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of provide any of the Supplier’s employees caused by Customer Retained Responsibilities (a "Customer Default"), then, to the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract extent that NTT DATA is prevented or delayed in performing its obligations under this Agreement by any act or omission by such Customer Default ("Knock-on Default"), NTT DATA shall be relieved of liability for such Knock-on Default for the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance duration of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations and afterwards, for so long as and to the extent that the Customer Default prevents or delays the Supplier’s performance or any of its obligationscontinues to have an impact upon NTT DATA.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Master Services Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic esServices; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Network and Line Rental Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Date; and
o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;
a) Any breach of the Customer’s obligations under the Contract;
b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Network and Line Rental Agreement
Customer Obligations. 4.1 7.1 The Customer agrees and undertakesshall:
(a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access Tapply with:
i. all necessary co-operation in relation to the Premises;Agreement; and
b) To provide at its own cost and expenseii. such documents, a suitable location and appropriate conditions for BT Equipment includingdata, where necessarydrawings, a continuous mains electricity supply and connection points;
c) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ plans, diagrams, designs, reports, specifications or any relevant regulations or licences;
d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required information as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier Tapply may reasonably require in order to supply provide the Servic es; Services, including but not limited to security access information and configuration services, and ensure that such all information is complete, true and accurate in all material respects;
m(b) Use appoint a representative, who shall have the Services authority contractually to bind the Customer on matters relating to the Agreement;
(c) make available such Customer staff and applicable sub-contractors or suppliers (if any) as may be required for Tapply to comply with its obligations hereunder;
(d) carry out all Customer responsibilities set out in the Agreement in a timely and efficient manner;
(e) ensure that Users use the Software and the Documentation in accordance with such instructions/conditions as may be notified in writing the Agreement (the Customer accepting responsibility for breach by the Supplier from time to t imeany User(s);
n(f) Obtain obtain and maintain all necessary licenses , permissionsCustomer licences, consents, registrations and approvals which may permissions necessary for Tapply, its contractors and agents to perform their obligations under the Agreement;
(g) be required before solely responsible for the Commencement Dateaccuracy, reliability, and quality of Customer Data;
(h) be responsible for procuring and maintaining its network connections and telecommunications links and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(i) be responsible for the management and configuration of the Software, including (without limitation) any sharing or collaboration facility if permitted under the terms of the Licence, in full knowledge and acceptance of the fact that such facilities could cause Your data, including (without limitation) confidential information, to be disclosed to unintended third parties or to the public. Once external sharing features of the Software are enabled, data is made publically available in a way that third parties could gain access to Your information by guessing or programmatically attempting to construct the external sharing URLs; and
o(j) Be solely comply with all applicable laws and regulations with respect to its activities under the Agreement.
7.2 The Customer acknowledges that Tapply’s ability to perform its obligations hereunder depends on the Customer satisfactorily complying with the obligations stated in this Agreement and that should the Customer delay or fail to perform any such obligations then Tapply will not be liable in any way for any costs delay, loss or damage, cost increase or other consequences arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesfrom such failure.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 7.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses (including loss of liabilitiesnot access, damagesstore, claimsdistribute or transmit any unauthorised code, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier such as a result virus, Trojan horse, worm or any software routine or hardware component designed to permit, either automatically or through externally applied controls, unauthorised access or use to disable, erase, or otherwise harm software, hardware, or data (together ‘Contaminants’) and will ensure that it does not, and that Customer personnel do not, introduce such Contaminants into the Software or the Documentation and where it detects the same, shall promptly notify Tapply of or any such Contaminant issues (including, without limitation, any ransomware attacks) it experiences during the term of the Agreement and provide Tapply with all assistance reasonably required in connection with;
a) Any breach of with the said issues. Tapply reserves the right, without liability and without prejudice to its other rights, to disable the Customer’s obligations under 's access to any material that breaches the Contract;
b) The death provisions of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; and
d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposesthis clause.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the Supplier’s performance or any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.
b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Terms of Service
Customer Obligations. 4.1 7.1. The Customer agrees and undertakesCustomer:
(a) To prepare shall provide all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Supplier to perform its Premises according duties in a timely manner;
(b) shall obtain and maintain all necessary licences, consents and permissions necessary for Supplier, its contractors and its agents to any instructions issued perform their obligations under the Agreement;
(c) is solely responsible for maintaining its own computing environment for the access to and use of the Equipment, Software and/or Services, and such computing environment meets the then-current minimum requirements for the applicable Equipment, Software and/or Services;
(d) shall be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing adequate network connections and telecommunications required to use Equipment, Software and/or Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the Supplier internet;
(e) shall nominate an appropriately skilled and knowledgeable contact person or BTproject manager (where appropriate) who shall be available to liaise with and respond to queries from Supplier, and shall provide all necessary personnel as reasonably required by Supplier to provide BT with reasonable access to the Premisesperform its duties in a timely manner;
b(f) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection pointsshall comply with any additional obligations as set out in the applicable Schedules;
c(g) Not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
d) Not to shall use the Equipment, Software and/or Services in accordance with the Acceptable Use Policy, and in particular will not: (i) send, communicate, knowingly receive, upload, download or permit the Services to be used for the transmission of use any material which is intended to be defamatory, or make any calls or communications that are offensive, abusive or menacing in character;
e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensiveabusive, indecent, defamatory, obscene, menacing, nuisance cause annoyance, inconvenience, needless anxiety or hoax callsare intended to deceive ;(ii) download, possess or transmit in any way, illegal material; (iii) engage in criminal, illegal or unlawful activities; (iv) violate or infringe the rights or property of any person; including rights of copyright and any other Intellectual Property Rights; (v) intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or (vi) artificially inflate traffic, send, communicate, knowingly receive, upload or download data or make calls or send texts or other messages in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the underlying infrastructure or affect other customers;
j(h) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from shall ensure that the Customer’s employees where reasonably required;
k) Permit or procure permission for 's authorised users of the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use Services, use the Services in accordance with the terms and conditions of this Agreement, and the Customer shall be responsible for any breach of this Agreement by any of its authorised users of the Services;
(i) through the use of the Services will provide Supplier with information and data, title to which shall remain vested in the Customer (or its licensors), and the Customer warrants, represents and undertakes that it has all necessary rights and licences to use and transmit over the internet or other media to Supplier all information and data which will be subject to the Services and hereby grants Supplier a non- exclusive licence to use such instructions/conditions as may be notified information and data for the purposes of performing the Services;
(j) shall notify Supplier in writing by if it undergoes a change of Control within thirty (30) days of the Supplier from time to t ime;
n) Obtain and maintain all necessary licenses , permissions, consents, registrations and approvals which may be required before the Commencement Datechange of Control; and
o(k) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesshall comply with all applicable laws and regulations including health and safety laws and Data Protection Legislation.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 7.2. The Customer shall agrees to indemnify and keep indemnified the hold Supplier harmless in full against all costs and loses (including loss respect of liabilitiesany costs, charges, damages, claimslosses, charges, damage to property, call costs charged by BT expenses or others and expenses) other liability incurred by the Supplier as a result of any breach by the Customer or in connection with;failure to comply with the provisions of clause 7.1.
7.3. The Customer shall maintain comprehensive insurance cover, and provide evidence of such insurance upon Supplier's request, including:
(a) Any breach general liability insurance covering public liability, employer’s liability, professional indemnity, personal injury or death and property damage insurance with a combined single limit of the Customer’s obligations under the Contract;
bat least two (2) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraudmillion pounds sterling per occurrence; and
d(b) any claims made by third parties because the Services are faulty insurance covering Equipment leased or cannot be used by them where the Services are Customer, and equipment used for business purposesto access Software and/or Services, against loss or physical damage.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3
4.5 If the 7.4. Where Supplier’s delivery of Equipment, Software and/or Services, or performance or any of its obligations under the Contract installation is delayed, prevented or delayed rendered more difficult by any act or omission by of the Customer, a person acting on behalf of the Customer or failure any third party not acting on behalf of Supplier:
(a) this shall not be deemed a breach of this Agreement by Supplier;
(b) Supplier may adjust any agreed timetable or delivery schedule as is reasonably necessary;
(c) the Customer to perform any relevant obligation shall reimburse Supplier for all costs and losses (Customer Default)including idle time or supplier costs and charges) incurred by Supplier resulting therefrom;
a(d) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the Services until this shall not relieve the Customer remedies the Customer Defaultof their obligations of payment of Fees, and to rely on where an agreed milestone is the Customer Default to relieve it from performance completion of delivery and/or installation (in whole or any of its obligations to in part), this milestone shall be deemed triggered at the extent the Customer Default prevents or delays the Supplier’s performance or any of its obligations.point where these circumstances arise; and
b(e) The Supplier shall not be liable for any costs costs, charges or losses whatsoever sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Defaultthat arise therefrom.
Appears in 1 contract
Sources: Terms and Conditions
Customer Obligations. 4.1 The Customer agrees and undertakes:
a) To to co-operate with the Supplier in all matters relating to the Service and provide the Supplier with assistance from the Customer’s employees where reasonably required;
b) to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
bc) To to provide at its own cost and expense, expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
cd) Not to use the Service in accordance with such conditions as may be notified to it in writing by the Supplier from time to time;
e) not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
df) Not not to use the Services Service for a purpose other than that for which the Service is provided;
g) not to use the Service or permit the Services Service to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
eh) Not not to use the Services Service or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party;
fi) To to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
gj) That to supply the Supplier with all such information as it may request from time to time;
k) that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
h) Comply with the Supplier’s and BT’s reasonable safety and security requirements;
i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls;
j) To co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s employees where reasonably required;
k) Permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
l) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; and ensure that such information is accurate in all material respects;
m) Use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t ime;
n) Obtain obtain and maintain all necessary licenses licences, permissions, consents, registrations and approvals which may be required before the Commencement Date;
m) comply with the Supplier’s and BT’s reasonable safety and security requirements;
n) to procure that the Service is not used fraudulently or in connection with a criminal office or to make offence, indecent, menacing, nuisance or hoax Calls and in this respect the Customer shall, without limitation, (i) secure implementation and management of their systems including any hardware not provided by the Supplier such as Firewalls or PBX; and(ii) maintain security and confidentiality of authentication details for online service portals and other services; (iii) mitigate exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the incident to the Supplier; and (iv) report the incidents to the Police;
o) Be to be solely liable for any costs arising as a result of Toll Fraud Fraud; and
p) in the event the Customer opts out Contract includes broadband services, obtain and install at its own cost such equipment as the Supplier advises is required for the provision of the Supplier’s broadband services.
4.1 The Customer acknowledges that the Service known as ‘fraud monitoring service monitor’ is not a fraud prevention system and does not prevent unauthorised access to the Customer Equipment. It is the sole responsibility of the Customer to setup and maintain their own security independently of the Supplier and therefore the Supplier accepts no liability whatsoever for Line Rental Servicesany costs incurred as a result of a breach of security. The Supplier reserves the right to invoice the Customer for any fraudulent activity made.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier completely and in full against all costs and loses losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;:
a) Any any breach of the Customer’s obligations under the Contract;
b) The the death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer;
c) Subject to condition 4.1o) Toll Fraud; andFraud or other fraudulent activity;
d) investigations into Toll Fraud or other fraudulent activity;
e) any claims made by third parties because the Services are Service is faulty or cannot be used by them where the Services are Service is used for business purposes.
4.4 . The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3this condition 4. The Supplier recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource.
4.5 4.4 If the Supplier’s performance or of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);):
a) The supplier shall, the Supplier shall without limiting its other rights or remedies, remedies have the right to suspend performance of all, or any of the Services Service until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance or of any of its obligations.;
b) The the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4; and
c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Network Line Rental Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
(a) To to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
(b) To to provide at its own cost and expense, expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
(c) Not not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
(d) Not not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
(e) Not not to use the Services or permit the Service Services to be used in any way which would constitute a violation or an infringement of the rights of any other party;
(f) To to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
(g) That that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
(h) Comply comply with the Supplier’s 's and BT’s 's reasonable safety and security requirements;
(i) To to procure that the Services are not used fraudulently or in connection with a criminal offence office or to make offensiveoffence, indecent, menacing, nuisance or hoax callsCalls;
(j) To to co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s 's employees where reasonably required;
(k) Permit permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
(l) Provide provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; Services, and ensure that such information is accurate in all material respects;
(m) Use use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
(n) Obtain obtain and maintain all necessary licenses licences, permissions, licenses, consents, registrations and approvals which may be required require d before the Commencement Date; and
(o) Be be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesservice.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;:
(a) Any any breach of the Customer’s obligations under the Contract;
(b) The the death of any of the Supplier’s 's employees caused by the negligence or wilful misconduct of the Customer;
(c) Subject subject to condition 4.1o) 4.1(o), Toll Fraud; and
(d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions condition 4.3.
4.5 If call traffic falls significantly below the norm for 30 days or more, the Supplier reserves the right to invoice the shortfall and/or raise termination charges based upon the average of the preceding 3 months’ full billing.
4.6 If the Supplier’s 's performance or of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);):
(a) The supplier shall, the Supplier shall without limiting its other rights or remedies, remedies have the right to suspend performance of all, all or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s 's performance or of any of its obligations.;
(b) The the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s 's failure or delay to perform any of its obligations as set out in this condition 4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Appears in 1 contract
Sources: Customer Service Agreement
Customer Obligations. 4.1 The Customer agrees and undertakes:
(a) To to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises;
(b) To to provide at its own cost and expense, expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points;
(c) Not not to contravene the Telecommunications ▇▇▇ ▇▇▇▇ or any relevant regulations or licences;
(d) Not not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character;
(e) Not not to use the Services or permit the Service Services to be used in any way which would constitute a violation or an infringement of the rights of any other party;
(f) To to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards;
(g) That that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work;
(h) Comply comply with the Supplier’s 's and BT’s 's reasonable safety and security requirements;
(i) To to procure that the Services are not used fraudulently or in connection with a criminal offence office or to make offensiveoffence, indecent, menacing, nuisance or hoax callsCalls;
(j) To to co-operate with the Supplier in all matters relating to the Services and provide the Supplier with assistance from the Customer’s 's employees where reasonably required;
(k) Permit permit or procure permission for the Supplier to freely and safely access its premises and service connection points;
(l) Provide provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es; Services, and ensure that such information is accurate in all material respects;
(m) Use use the Services in accordance with such instructions/conditions as may be notified in writing by the Supplier from time to t imetime;
(n) Obtain obtain and maintain all necessary licenses licences, permissions, licenses, consents, registrations and approvals which may be required before the Commencement Date; and
(o) Be be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Servicesservice.
4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party.
4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and loses losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with;:
(a) Any any breach of the Customer’s obligations under the Contract;
(b) The the death of any of the Supplier’s 's employees caused by the negligence or wilful misconduct of the Customer;
(c) Subject subject to condition 4.1o) 4.1(o), Toll Fraud; and
(d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes.
4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions c ondition 4.3.
4.5 If the Supplier’s 's performance or of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);):
(a) The supplier shall, the Supplier shall without limiting its other rights or remedies, remedies have the right to suspend performance of all, all or any of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s 's performance or of any of its obligations.;
(b) The the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s 's failure or delay to perform any of its obligations as set out in this condition 4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
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Sources: Customer Service Agreement