CUSTOMER UNDERTAKINGS Sample Clauses

CUSTOMER UNDERTAKINGS. The Customer undertakes: (a) To satisfy itself that the Software meets the needs of its organisation. It is the sole responsibility of the Customer to determine that the Software is ready for operational use in the Customer’s organisation before it is so used; (b) To allow the Supplier to study its proprietary data used with the Software for the purpose of rectifying any problems with the Software; (c) To ensure that any other software with which the Software will be used is either the property of the Customer or is legally licensed to the Customer for use with the Software. The Customer will indemnify the Supplier in respect of any claims by third parties and all related costs, expenses or damages in the event of any alleged violation of third party proprietary rights that results in any claims against the Supplier.

CUSTOMER UNDERTAKINGS. The Customer represents warrants and agrees that it will not use, nor authorize, assist or permit any User or third party to use, the Service: (i) in violation of any applicable laws or with all policies and instructions communicated by Sify. (ii) for any unlawful, fraudulent or immoral purpose, including, without limitation, the transmission of any Content in violation of applicable laws (iii) to tamper with, alter or change the Service or the Sify’s Facilities, or otherwise abuse the Service in any manner that interferes with Sify’s Facilities or the use of Service by any other person.

CUSTOMER UNDERTAKINGS. 4.1 You undertake to promptly provide us with any and all information that we may reasonably require from you from time to time so that we can perform Scale Activities and comply with our obligations under Applicable Law as they relate to the Scale Activities (including, without limitation, customer due diligence information). We may (insofar as is permitted by Applicable Law) cease to provide Scale Activities immediately if you fail to provide us with the information that we request from you under this Clause. 4.2 You must immediately inform us of any material breach by you of or inability to comply with Applicable Law, these Scale Terms or the Client Agreement.

CUSTOMER UNDERTAKINGS. 3.1 ID and Password. Customer must select an ID and password to enable Customer to access Customer’s payment gateway account and use the Transaction Services. Customer will restrict access to such ID, password, and account to Customer’s employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. Customer is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes for purposes of giving Customer access to the Transaction Services. CyberSource shall be entitled to rely on information it receives from Customer and may assume that all such information was transmitted by or on behalf of Customer. Customer shall comply with all CyberSource recommendations and notices regarding the security of Customer’s ID, password and payment gateway account(s).

CUSTOMER UNDERTAKINGS. The Customer assumes all rights and liabilities for results obtained by its use, access and/or implementation of the Software, whether such results are used singly or in combination with other hardware, software or products. Customer shall ensure that its users are, at all times, educated and properly trained in the proper use, access and operation of the Software and that the Software are used in accordance with any and all applicable manuals, documentation and instructions. For Software licensed under a Customer Server License or a Subscription License, the Customer will be responsible for: (i) acquiring and using all hardware necessary to install and operate the Software, (ii) preparing and following all Customer’s operating procedures, audit controls, restart and recovery routines and other procedures necessary for the Customer’s intended use of the Software; (iii) the accuracy and security of input or output data, (iv) maintaining applicable back-up processes and procedures and for backing up Electronic Data in order to replace critical Electronic Data in the event of loss or damage to such Electronic Data regardless of the cause of such loss or damage;

CUSTOMER UNDERTAKINGS. The Customer must at any time do all things necessary to give effect to this Agreement including providing KMBSA or its nominated agents with access to the Customer’s premises, the Customer’s System and the Equipment and any assistance reasonably requested by KMBSA.

CUSTOMER UNDERTAKINGS. 4.1 You undertake to promptly provide us with any and all information that we may reasonably require from you from time to time so that we can perform Scale Activities and comply with our obligations under Applicable Law as they relate to the Scale Activities (including, without limitation, customer due diligence information). For the avoidance of doubt, you agree and acknowledge that we may cease to provide Scale Activities immediately if you fail to provide us with the information that we request from you under these Scale Terms. 4.2 The Platform Provider may refer you to us so that you can apply to use the Platform Services. The Platform Provider may do so by providing you with a link to our website. The Platform Provider may also provide you with a code or unique identifier. You agree to follow any instructions of the Platform Provider in relation to the use of any link, code or unique identifier provided to you by the Platform Provider and if you do not do so, we may not be able to perform the Scale Activities. 4.3 You undertake to immediately inform us of any material breach by you of or inability to comply with Applicable Law, these Scale Terms or Payment and FX Terms.

CUSTOMER UNDERTAKINGS. Bering is only able to provide the Services as detailed within this Agreement with the co- operation and assistance of the Customer. The Customer therefore is obliged to: • Provide a Customer contact as the main point of contact for Bering • Follow reasonable guidelines issued by Bering in respect to the use of the Software on the Designated Equipment • Support timings can only be met if the N3/HSCN support connection is available. It is the Customer’s responsibility to make sure that firewalls and permissions are set correctly to allow this to happen. • Provide alternative phone numbers or methods of contact and timings of availability of the Customer contact. • Provide full details of the problem when reporting a call and respond to any reasonable request for additional information which may be requested by Bering’s personnel • Keep backup copies of data in line with Bering’s (and if applicable, NHS IG) recommendations Ensure that the Customer’s staff (particularly the Customer contact(s)) are adequately trained in the use of the Software and have an appropriate level of I.T. Literacy • Pay any fees and charges due promptly and within the credit terms notified by Bering • When required, allow ▇▇▇▇▇▇’s staff prompt and unrestricted access to the Software on the Designated Equipment and provide all reasonable assistance to Bering’s staff • When agreed by the Customer and where necessary for support, provide data to Bering • Adhere to all other procedures as set out within this Schedule.

CUSTOMER UNDERTAKINGS. 9.1 Until the Transfer Date, Customer appoints Supplier as its agent, and Supplier agrees to its appointment as an agent for Customer, for, on behalf of Customer: (i) receiving and processing purchase orders for Products from Customer’s end customers; and (ii) issuing invoices for the ordered Products to, and collecting on such invoices from, Customer’s end customers. Supplier shall transfer the cash or cash equivalents received as an agent from Customer’s end customers in accordance with Section 2.5(g) of the Separation and Distribution Agreement. 9.2 Customer shall have sole responsibility for the customer relationships related to Products, including customer satisfaction, warranty and other customer obligations. Supplier shall have no contractual relationship with, and no responsibility to, the end customers of the Products with respect to the Products.