Authorised Users. 22.1. Where you have Authorised Users, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by this Agreement. 22.2. Before using our Services, you must provide us with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users. 22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User. 22.4. Any communication we send to an Authorised User will be deemed sent to you. 22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation. 22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given. 22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to. 22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement.
Appears in 4 contracts
Samples: Fx Contracts and Payment Services Agreement, Terms and Conditions of Business, Fx Contracts and Payment Services Agreement
Authorised Users. 22.1. Where you have For the purposes of this section, “American Express” also refers to American Express Travel Related Services Company, Inc. Use of the @ Work Services is restricted to those authorised users designated by Company during the implementation of their @ Work Services including the Master Programme Administrator and any Programme Administrator(s) (“Authorised Users, you are responsible for ensuring that”). Company understands that the designation of, and represent thatrestricting access to, they have full Authorised Users is part of the security of their overall @ Work Services data and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by this Agreement.
22.2. Before using our Services, you must provide us with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as agrees that Company shall not substitute or replace any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediatelyor add any additional Authorised User(s), except upon notice to and with the assistance of the applicable @ Work Services Support Team or Master Programme Administrator whose responsibility it is to provide for these services. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring Company shall ensure that all Authorised Users approved by you act comply with the terms and conditions in accordance with your obligations this section. In addition to any other limitation of liability set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. You need to American Express will not be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result or damage (including but not limited to consequential loss) incurred by Company or its current or former Employees by any acts or omissions of their any Authorised Users of @ Work Services, including losses associated with the Authorised User’s failure to do soobtain any appropriate consent or approval, or any fraudulent action(s) of Authorised User(s), Company or its Employees. We also reserve Company understands and accepts that American Express shall be authorised to treat all actions, instructions and communications of the right Master Program Administrator, Programme Administrator, Authorised Signatory and/or Report Recipient (including access keys set up by the Program Administrator) as properly authorised by Company and binding upon Company even if fraudulent, incomplete, inaccurate, or made in error. Company is responsible for protecting the access keys and shall be responsible for any Card applications made using the access key, whether authorised or unauthorised. American Express will not to act be liable for any losses, damages, costs or expenses (whether arising directly or indirectly) which Company may suffer or incur because of American Express acting upon or relying on any Instructions where it is unclear which person / account they are provided in relation tosuch actions, instructions and/or communications.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement.
Appears in 4 contracts
Samples: Global Corporate Payments Agreement, Global Corporate Payments Agreement, Global Corporate Payments Agreement
Authorised Users. 22.12.1 Subject to the Customer purchasing and using the Services in accordance with and subject to the terms and conditions of this Agreement, Boomerang hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 The Customer undertakes that:
2.2.1 it will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to Boomerang within 5 Business Days of Boomerang's written request at any time or times;
2.2.4 it agrees that it and all Authorised Users will follow and comply with all instructions, guidelines and/or provisions of the Documentation in relation to the use of the Services;
2.2.5 it agrees that Boomerang’s records regarding Customer’s use of the Services shall be accepted at all times as correct (save for manifest error) and that if there are any issues regarding the Services the Customer hereby consents to Boomerang accessing the Customer account through its admins to view and endeavour to resolve any such issue including permitting Boomerang to audit the use of the Services in order to gather information and establish the facts relating to such issues. Where you Boomerang shall in any event have Authorised Usersthe right to audit Customer’s use of the Services provided that such audit may be conducted no more than once per quarter, you are responsible for ensuring thatat Boomerang's expense, and represent thatthis right shall be exercised with reasonable prior notice, they have full and appropriate authority and power in such a manner as not to enter into this Agreement and substantially interfere with the Customer's normal conduct of business;
2.2.6 if any of the audits referred to perform all relevant obligations on your behalf as contemplated by this Agreement.
22.2. Before using our Services, you must provide us with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as in clause 2.2.5 reveal that any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond password has been provided to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance individual who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer not an Authorised User, we must be informed immediately. Howeverthen without prejudice to Boomerang's other rights, as long as we have the Customer shall promptly disable such passwords and Boomerang shall not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send issue any new passwords to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction individual; and
2.2.7 if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Fees to Boomerang, then without prejudice to Boomerang's other rights, the Customer shall pay to Boomerang an amount equal to such underpayment as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act calculated in accordance with your obligations the prices set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligationthe Customer’s UI within 10 Business Days of the date of the relevant audit.
22.6. You need to be mindful that 2.3 The Customer shall not access, store, distribute or transmit any communications made by Authorised Users are coordinatedmaterial, as if we receive Instructions from two Authorised Usersinformation, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.documentation, messages and/or viruses (including any destructive and/or disabling code) during the course of its use of the Services that:
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts2.3.1 is used in any way for, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, to and/or in connection with emergency services (including 999 and we are not liable for any loss as 112 calls and/or where there could be a result risk of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User personal injury or death) except and solely to the extent that such loss use is suffered expressly and specifically agreed by you Boomerang in accordance writing;
2.3.2 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.3 facilitates illegal activity;
2.3.4 depicts sexually explicit images;
2.3.5 promotes unlawful violence;
2.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.3.7 is in breach of any agreement with any user, customer or client or any laws, regulations or other provisions that are applicable to the Customer, users, customers or clients in any territory; and/or
2.3.8 in a manner that is otherwise illegal or causes damage or injury to any person or property. Boomerang reserves the right, without liability (of whatever nature and/or howsoever arising) and/or prejudice of whatever nature to any of its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not 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:
2.4.1 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;
2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software;
2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes (directly or indirectly) with the terms Services and/or the Documentation;
2.4.4 use the Services and/or Documentation to provide services to third parties;
2.4.5 subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; and/or
2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.4.7 shall not use any Plug-Ins apart from expressly authorised by Boomerang and shall follow all of Boomerangs instructions and directions regarding use of such Plug-Ins including any restrictions set out in the Customer’s UI or in any communications from Boomerang to the Customer.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Boomerang.
2.6 The rights provided under this Agreementclause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Appears in 3 contracts
Samples: Software as a Service Agreement, Software as a Service Agreement, Software as a Service Agreement
Authorised Users. 22.1. Where you have 7.1 You shall ensure that only Authorised Users, you are responsible for ensuring that, Users use the On Demand Journeys Portal and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform that such use is at all relevant obligations on your behalf as contemplated by times in accordance with this Agreement.
22.2. Before using our Services, you must provide us with 7.2 You shall keep a list of your all Authorised Users. We will confirm receipt of your list of Authorised Users, as well as Users and shall notify BT within two (2) Business Days if any additional persons you may add updates to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that someone is they are no longer an entitled to be Authorised UserUsers. Where termination of such relationship is known in advance, we must you shall provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.47.3 You shall ensure that the number of Authorised Users for the On Demand Journeys Portal does not exceed the Authorised User Limit. Any communication we send You are entitled to remove one individual as an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance replace them with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you another individual in accordance with the terms of this Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
7.4 Without prejudice to any other right or remedy of BT, in the event you are in breach of Clause 7.3 then you shall be liable to pay reasonable additional charges based on the Charges for the number of Authorised Users above the Authorised User Limit for the relevant period during which the breach occurred.
7.5 You shall:
7.5.1 be liable for the acts and omissions of the Authorised Users as if they were your own, and any obligation on you to do, or to refrain from doing, any act or thing under this Agreement shall include an obligation upon you to procure that all Authorised Users also do, or refrain from doing, such act or thing;
7.5.2 only provide Authorised Users with access to the On Demand Journeys Portal via the access method provided by BT and shall not provide access to (or permit access by) anyone other than an Authorised User; and
7.5.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to BT's Confidential Information.
7.6 You shall, no more frequently than once per year, permit BT or BT's designated auditor to audit the On Demand Journeys Portal, or use BT's requested software reporting, to verify that the total Charges paid you have paid to that date corresponds to the number of Authorised Users who have used the On Demand Journeys Portal in that period.
7.7 If any of the audits referred to in Clause 7.6 reveal that you have underpaid the Charges to BT, then without prejudice to BT's other rights, you shall pay to BT an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form in accordance with Clause 19.
7.8 You may, from time to time during the Term, request that BT add additional Authorised Users in excess of the Authorised User Limit by notifying BT in writing. BT shall (acting reasonably) evaluate such request for additional Authorised Users and respond to you with approval or rejection of the request. If BT approves the request, BT shall grant access to the On Demand Journeys Portal and provide login credentials to such additional Authorised Users in accordance with the provisions of this Agreement.
7.9 The parties shall adjust the Charges to reflect changes made pursuant to Clauses 7.8 in accordance with the Order Form or as you otherwise agree in writing with BT.
7.10 Clauses 7.5 to 7.10 (inclusive) shall survive termination or expiry of this Agreement.
Appears in 1 contract
Samples: Terms and Conditions Agreement
Authorised Users. 22.1. Where you have Authorised Users(a) When requested in writing by the Principal Cardholder, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by this Agreement.
22.2. Before using our Services, you must provide us we may issue an additional Card together with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made separate PIN for use by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User. In addition to our other powers, we must be informed immediately. Howevermay cancel any Authorised User’s Card at any time upon the request in writing of the Principal Cardholder and the return of such Card to us, as long as we have not been grossly negligent in doing so, we are not liable if we act on or upon surrender of such Card to us by the communications of someone who is no longer an Authorised User.
22.4(b) The Authorised User will be bound to observe these Conditions to the extent that they apply or are relevant. Any communication It is the responsibility of the Principal Cardholder to furnish the Authorised User with a copy of these Conditions and any subsequent amendments or replacement Conditions, and must ensure that the Authorised User complies with these Conditions.
(c) You may authorise a regulated TPP to provide you with AIS as provided for in PSD. In order to provide this authorisation you will need to have access to the Open24 Service. Further details about the Open24 Service and the services that can be provided on your Account are contained on our Website. Notwithstanding the foregoing, you may not in any circumstances disclose your Card or any Card details to any third party, including for the avoidance of doubt any TPP. Condition 23 of the General Conditions relating to TPPs, with the exception of Conditions 23 (e) and 23 (h), shall apply to any TPP appointed by you to provide AIS. A copy of the General Conditions may be found on our Website or at any of our branches.
(d) Subject to Condition 23 (c), the Principal Cardholder and each Authorised User shall (unless otherwise agreed in writing) be jointly and severally liable to us for the use of all Cards issued in connection with the Account, including any use by an Authorised User (regardless of the ability of the Authorised User or whether the Authorised User is a minor) and Transactions charged to the Account after any Card or additional Card has been returned to us, and/or for any use in breach of these Conditions, which we send shall be under no obligation to prevent.
(e) During any period when an Authorised User has a liability to us under these Conditions, we may, and shall on request, disclose to any Authorised User details of the Account, and the Principal Cardholder and each other Authorised User hereby authorises and permits us to disclose such information to an Authorised User will be deemed sent by, at our option, electronic or other means. By accepting an additional Card, an Authorised User authorises us to you.
22.5. You are fully responsible and liable for any action or inaction pass on information about Transactions effected by use of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely the additional Card to the extent they do so in their capacity as your agent acting on your behalfPrincipal Cardholder by, and not in their own capacityat our option, electronic or other means. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely No amendments to the extent that such loss is suffered by you in accordance with Account details or variation of the terms of this AgreementCredit Limit shall be accepted from anyone other than the Principal Cardholder.
Appears in 1 contract
Samples: Visa Credit Card Conditions of Use
Authorised Users. 22.1(a) You may permit an Authorised User to access and use the Platform subject to the terms and conditions of the relevant Platform Terms of Services (“TOS”), without amendment, which for (i) Customer End Users is available at xxxx://xxx.xxxxxxxx.xxx/customer-user-terms-of-service ; or (ii) Agent End Users is available at xxxx://xxx.xxxxxxxx.xxx/agent-user-terms-of-service. Where Nothing in the TOS operates to limit the rights or obligations of each of you have Authorised Users, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by us under this Agreement.
22.2. Before (b) You acknowledge that we have no control over what you, any Authorised User or other third party does with or on the Platform, and the transactions that are made using our Services, you must provide us with a list of your Authorised Usersthe Platform. We will confirm receipt are not a party to any transaction you and/or Authorised User(s) enter into with each other or between themselves using the Platform. Accordingly (and with the exception of your list of liability that cannot be excluded), we accept no liability for any claims or demands by any Authorised UsersUser relating to this Agreement, as well as any additional persons you may add to the list from time to time TOS, the Platform, transactions made using the Platform or the User Data (as also duly authorisedthat term is defined below), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be .
(c) Where you permit an Authorised User and we have received appropriate confirmation to this effect. We will agree with access or use the Platform under clause 3.1 above, then you in advance who within your organisation may add or remove persons to / from will:
(i) ensure that the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to complies with the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.of the relevant TOS; and
22.6. You need to be mindful that (ii) indemnify us against any communications made losses, liabilities, damages or penalties (inclusive of reasonable legal fees) suffered or incurred by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss us as a result of their failure any: (A) breach of the TOS by an Authorised User (or its employees, contractors, agents or officers); or (B) claim by an Authorised User relating in any way to do so. We also reserve this Agreement, the right not to act on any Instructions where it is unclear which person / account they are provided in relation toTOS, the Platform, the transactions made using the Platform or the User Data.
22.8(d) You will promptly notify us of any breach of the TOS by an Authorised User that you become aware, and do all that is reasonably necessary (at your cost) to halt any such breach. Our obligations You will also provide us with reasonable assistance were we elect (in our discretion) to take legal action against an Authorised User or other third party to protect or enforce our rights under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to or the extent that such loss is suffered by you in accordance with the terms of this Agreementrelevant TOS.
Appears in 1 contract
Samples: Hosted Services Agreement
Authorised Users. 22.1You agree that the Licence permits you to access and use the SaaS Services in accordance with the number of Authorised Users, as set out in each Order Form (refer to “SaaS Services” row in each Order Form). You may, at any time, request an increase in the number of Authorised Users by submitting this request in writing to us. Upon your request, we will, agree to such request subject to you agreeing to any proposed increase in the Fees. Service levels We agree to use commercially reasonable endeavours to ensure that, once we commence providing the SaaS Services, the SaaS Services will be available and accessible at all times during the relevant Order Term. Subject to clauses 8.3 and 8.4, if the Service Level is applicable, we, agree that during the Order Term, we will provide the SaaS Services in accordance with the Service Levels (Uptime Guarantee). During the Term, from time to time, we may perform scheduled and emergency maintenance and updates in relation to the SaaS Services. We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Services. You agree that access to, or the functionality of all or part of the SaaS Services: may need to be suspended for a time in order for us to perform scheduled and emergency maintenance and updates under clause 8.3; may be affected by events beyond our reasonable control, including Force Majeure Events, internet service provider failure or delay, an application that is not the SaaS Services or is not otherwise provided by us, or denial of service attacks; any modification, revision, variation, translation or alteration of the SaaS Services that are not authorized by us; outages or interruptions caused by actions of you or third parties outside of our reasonable control, and we will have no obligation to comply with the Uptime Guarantee, if applicable, during any of the events described in this clause 8.4. If the Software, or parts of the Software happen to be available during Scheduled Downtime, and you make use of the Software during these time periods, we shall not be liable for any reduction in performance, loss of data, malfunctions, defects, wrong work results, or any other damages related thereto. If we fail to meet the Uptime Guarantee, and you notify us in writing of our failure to meet the Uptime Guarantee, without limiting any of your rights under the Australian Consumer Laws, we agree to use our commercially reasonable endeavours to ensure the SaaS Services meet the RTO and/or RPO (as applicable). Each Party will be responsible for its own costs in relation to the Uptime Guarantee. Access and availability We agree to ensure that, once we commence providing the SaaS Services, the SaaS Services will be available and accessible at all times during the Term. During the Term, from time to time, we may perform scheduled and emergency maintenance and updates in relation to the SaaS Services. You agree that access to, or the functionality of all or part of the SaaS Services, may need to be suspended for a time in order for us to do this. We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Services. Updates, fixes and variations to the SaaS Services You agree that we may make changes to the SaaS Services at any time without your consent, provided those changes do not substantially and adversely affect your use and enjoyment of the SaaS Services. By way of example, a change that would substantially or adversely affect your use and enjoyment of the SaaS Services would include completely changing the SaaS Services such that they were different services as those services that formed the basis for you entering into the Agreement or Order Form on the basis of. In relation to changes to the SaaS Services that would substantially and adversely affect your use and enjoyment of the SaaS Services (or an Authorised User's), we agree to provide you with the details of any such change at least 30 (thirty) days prior to the change taking place. On receiving notice under clause 10.2 above, you must provide us with notice of any objection within 10 (Ten) days of receiving our notice. If you object, you must, in good faith, work with us for a period of no less than 15 (fifteen) days to try and resolve the issue. If the Parties are not able to resolve the issue during the period and we decide to proceed with the change, you may seek to exercise your right to terminate the affected Order Form in accordance with clause 24.1 below. Variations to the Fees The Parties agree that for a term of 3 (three) years there will be no variation in the fee. Post the period mentioned in clause 11.1, we may vary the Fees by providing written notice to you of such variation. Where we provide this notice, the new Fees will take effect on and from the end of the then Order Term and prior to the next automatic extension (in accordance with the “Order Term” item in any Order Form). If you have Authorised Usersdo not agree to any Fee variation, you may terminate the affected Order Form at the end of the then Order Term and prior to the next automatic extension, by providing notice as set out in the “Order Term” item in the relevant Order Form. Viruses and Defects We agree to use reasonable commercial efforts to supply the Services free from defects and viruses. We further agree to, where this is commercially feasible, use reasonable commercial endeavours remediate any such issues within a reasonable time and as we become aware of them. If you become aware of any issues during the Term, please notify us. The remediation in clause 12.1 will not apply to Third Party Inputs. Third Party Inputs You agree that the SaaS Services may include Third Party Inputs that interface, or interoperate, with the SaaS Services, including third party software or services and that the provision of the SaaS Services may be contingent on, limited to or impacted by, the Third Party Inputs (for example, third party integrations (such SAP or Salesforce). You must comply with our instructions and directions, whether written or verbal, in relation to use of any Third-Party Inputs, to the extent relevant to the SaaS Services. For the avoidance of doubt, to the extent Third Party Inputs involve or concern integrations with your existing systems, you are responsible for ensuring thatfor: the purchase of; the requirements; and the licensing obligations, related to those Third Party Inputs, including third party software and services. Our obligations We warrant, represent that, they and agree that we: are properly constituted and have full the right and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by this Agreement.
22.2. Before using our Services, you must provide us with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith Order Form; that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to provide the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act Services in accordance with your obligations set out in this Agreement, all applicable Laws; and any reference in these terms and conditions to an obligation applying to you includes an obligation on you that we will use reasonable efforts to ensure all Authorised Users comply with such obligation.
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our our obligations under this Agreement are and any Order Form will be carried out: by suitably competent and trained Personnel; and in an efficient and professional manner. We further agree that the Services will be provided in accordance with this Agreement (including any Specifications). We will use reasonable efforts to youensure that we do not introduce Harmful Code into your Systems. We will provide all assistance, information, documentation, access, facilities, authorities, consents, licences and as such we are not liable permissions reasonably necessary to any Authorised User except and solely to provide the extent that such loss is suffered by you services in accordance with the terms and conditions of this Agreement. We hereby represent and warrant that providing services to you, will not result in infringement of any right of any third party. We hereby agree to indemnify for all the claims, suit action, complaints including (civil and criminal), damages losses etc. that may arise in this regard. We shall, while providing the services, not to do anything which may, in any manner, whether directly or indirectly, infringe the rights or any other right of any third party. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby, will not (a) require the consent of any third party, (b) violate or result in a breach under any agreement, statute, regulation, rule, order, judgment, decree or other legal requirement applicable to us. We shall be responsible for obtaining, and providing to You in a timely manner, any consents, licences, authorities and permissions from third parties necessary for the Services to be provided in accordance with this Agreement as more particularised in SoW, at our own cost; We shall provide you with training related to the use of the software and regarding the use of the Services provided by us to you, at the site (as indicted by you) at our own cost.
Appears in 1 contract
Samples: Master Subscription Agreement
Authorised Users. 22.1(a) You may permit an Authorised User to access and use the Platform subject to the terms and conditions of the relevant Platform Terms of Services (“TOS”), without amendment, which for
i. Customer End Users is available at xxxxx://xxxxxxxx.xxx/tos/; or
ii. Where Agent End Users is available at xxxxx://xxxxxxxx.xxx/tos/. Nothing in the TOS operates to limit the rights or obligations of each of you have Authorised Users, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by us under this Agreement.
22.2. Before (b) You acknowledge that we have no control over what you, any Authorised User or other third party does with or on the Platform, and the transactions that are made using our Services, you must provide us with a list of your Authorised Usersthe Platform. We will confirm receipt are not a party to any transaction you and/or Authorised User(s) enter into with each other or between themselves using the Platform. Accordingly (and with the exception of your list of liability that cannot be excluded), we accept no liability for any claims or demands by any Authorised UsersUser relating to this Agreement, as well as any additional persons you may add to the list from time to time TOS, the Platform, transactions made using the Platform or the User Data (as also duly authorisedthat term is defined below), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be .
(c) Where you permit an Authorised User and we have received appropriate confirmation to this effect. We will agree with access or use the Platform under clause 3.1 above, then you in advance who within your organisation may add or remove persons to / from will:
(d) ensure that the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to complies with the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.of the relevant TOS; and
22.6. You need to be mindful that (e) indemnify us against any communications made losses, liabilities, damages or penalties (inclusive of reasonable legal fees) suffered or incurred by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss us as a result of their failure any:
i. breach of the TOS by an Authorised User (or its employees, contractors, agents or officers); or
ii. claim by an Authorised User relating in any way to do so. We also reserve this Agreement, the right not to act on any Instructions where it is unclear which person / account they are provided in relation toTOS, the Platform, the transactions made using the Platform or the User Data.
22.8(f) You will promptly notify us of any breach of the TOS by an Authorised User that you become aware, and do all that is reasonably necessary (at your cost) to halt any such breach. Our obligations You will also provide us with reasonable assistance were we elect (in our discretion) to take legal action against an Authorised User or other third party to protect or enforce our rights under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to or the extent that such loss is suffered by you in accordance with the terms of this Agreementrelevant TOS.
Appears in 1 contract
Samples: Hosted Services Agreement
Authorised Users. 22.1(a) Use of the Services is restricted to those authorised users designated by the Company from among the Authorizing Officers or Contact Persons ("Authorised Users").
(b) The Company understands that the designation of, and restricting access to, Authorised Users is part of the security of the Services data and agrees that the Company shall not substitute or replace any Authorised User(s), or add any additional Authorised User(s), unless the Company takes procedures after upon notice to our "Corporate Services Center" or take procedures on an "@ Work Online Application". Where you have The Company shall ensure that the Authorised Users comply with these Special Provisions.
(c) In addition to any other limitation of liability set out in Part A - General Provisions above, American Express will not be liable for any loss or damage (including but not limited to consequential loss) incurred by the Company or its officers or employees (including former officers or employees) by any acts or omissions of any Authorised Users, you are including losses associated with the Authorised User's failure to obtain any appropriate consent or approval, or any fraudulent action(s) (including fraudulent applications) of Authorised User(s), the Company or its officers or employees.
(d) The Company understands and accepts that American Express shall be authorised to treat all actions, instructions and communications of Authorised Users (including access keys set up by the Authorised Users) as properly authorised by the Company and binding upon the Company even if fraudulent, incomplete, inaccurate, or made in error. The Company shall be responsible for ensuring thatprotecting information, including access keys, and represent thatfor any card applications made using the access key, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations whether authorized or unauthorized. American Express will not be liable for any losses, damages,costs or expenses (whether arising directly or indirectly) which the Company may suffer or incur because of American Express acting upon or relying on your behalf as contemplated by this Agreementsuch actions, instructions and/or communications.
22.2. Before using our Services, you must provide us with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), e) Authorizing Officers and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made /orContact Person is authorized by any such person. We will, however, be entitled Company to act on its behalf with respect to the communications of such a person should we believe in good faith American Express Account(s), and American Express may rely on all written and oral directions and information that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / it receives from the list of Authorised Users.
22.3Authorizing Officers and/or Contact Person. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely Subject to the extent they do so in their capacity as your agent acting on your behalf, terms and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations conditions set out forth in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with may perform the following as part of the Services; provided, however, that an application in the Card application procedures through "Global Apply for Card (GAFC)" specified in item (v) below may only be approved if the Authorizing Officer is designated as an Authorised User:
(i) Use "@ Work Reporting" to view and extract data or reports on Card use by each Card Member for the purpose of checking and analyzing the status of Card use within the Company;
(ii) View and download "consolidated statement"; provided, however, that this shall be limited to the case “consolidated statement” is set up for the Company;
(iii) Cancel, suspend or cancel the suspension of a Card, change the information of a Card Member, view and download the Statements of Card Members or confirm the late payment information using "Online Program Management (OPM)" for the purpose of managing and maintaining Accounts and Card Member Accounts;
(iv) Confirm the safety of officers and employees based on the latest Corporate Card usage information (location information) using "Ready Response";
(v) Perform Card application procedures (including services such obligation.as management of Card application status) through "Global Apply for Card (GAFC)";
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If (vi) Register the Company's new Authorised User(s) are authorised or change the access rights of existing Authorised Users (alternatively, such registration and change may be made by contacting the Corporate Services Center by telephone or e-mail); and
(vii) Encourage officers and employees of the Company to provide Instructions use the Services.
(f) The Company represents and warrants that it has obtained all consents and approvals, and made all disclosures required by applicable laws (including the Act on behalf the Protection of different persons / accountsPersonal Information) or from any legal or regulatory authority, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation allow Authorised Users to:
(i) Manage, and take any action with respect to, the Accounts and we are Card Member Accounts; and
(ii) Access to and/or transfer of (including cross-border access and/or transfer) personal information (including, but not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation limited to.
22.8. Our obligations under this Agreement are to you, name, address, e-mail address, telephone number, and as such we are not liable Card number) of officers and employees of the Company and officers and employees of the Company's related entity(ies) (limited to any Authorised User except those participating in American Express® Commercial Card Services or Program(s)) for the purpose of managing Accounts and solely to the extent that such loss is suffered by you in accordance with the terms of this AgreementCard Member Accounts.
Appears in 1 contract
Authorised Users. 22.1. Where you have Authorised Users(a) When requested in writing by the Principal Cardholder, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on your behalf as contemplated by this Agreement.
22.2. Before using our Services, you must provide us we may issue an additional Card together with a list of your Authorised Users. We will confirm receipt of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made separate PIN for use by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User. In addition to our other powers, we must be informed immediately. Howevermay cancel any Authorised User’s Card at any time upon the request in writing of the Principal Cardholder and the return of such Card to us, as long as we have not been grossly negligent in doing so, we are not liable if we act on or upon surrender of such Card to us by the communications of someone who is no longer an Authorised User.
22.4(b) The Authorised User will be bound to observe these Conditions to the extent that they apply or are relevant. Any communication It is the responsibility of the Principal Cardholder to furnish the Authorised User with a copy of these Conditions and any subsequent amendments or replacement Conditions, and must ensure that the Authorised User complies with these Conditions.
(c) Subject to Condition 23(c), the Principal Cardholder and each Authorised User shall (unless otherwise agreed in writing) be jointly and severally liable to us for the use of all Cards issued in connection with the Account, including any use by an Authorised User (regardless of the ability of the Authorised User or whether the Authorised User is a minor) and Transactions charged to the Account after any Card or additional Card has been returned to us, and/or for any use in breach of these Conditions, which we send shall be under no obligation to prevent.
(d) During any period when an Authorised User has a liability to us under these Conditions, we may, and shall on request, disclose to any Authorised User details of the Account, and the Principal Cardholder and each other Authorised User hereby authorises and permits us to disclose such information to an Authorised User will be deemed sent by, at our option, electronic or other means. By accepting an additional Card, an Authorised User authorises us to you.
22.5. You are fully responsible and liable for any action or inaction pass on information about Transactions effected by use of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely the Additional Card to the extent they do so in their capacity as your agent acting on your behalfPrincipal Cardholder by, and not in their own capacityat our option, electronic or other means. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely No amendments to the extent that such loss is suffered by you in accordance with Account details or variation of the terms of this AgreementCredit Limit shall be accepted from anyone other than the Principal Cardholder.
Appears in 1 contract
Samples: Conditions of Use
Authorised Users. 22.1. Where 20.1 We'll only provide information to, accept instructions from or otherwise communicate with you or an "authorised user" (being any person authorised or nominated by you to give us instructions or access information from us on your behalf).
(a) You must supply us with all of the details we require relating to anyone you wish to become an authorised user before they can act on your behalf.
(b) You and each authorised user will have separate security details (see section 7).
(c) The acts and omissions of an authorised user are treated as your acts and omissions for the purposes of this agreement.
20.2 You warrant that all authorised users have the full power, capacity and authority to deal with us in the same way you have Authorised Usersthe power, you capacity and authority to deal with us unless we’re notified in writing to the contrary. You must notify us in writing immediately if:
(a) any information provided with respect to an authorised user is incomplete, inaccurate or needs to be updated; or
(b) any persons are to be added to or removed from your authorised users list.
20.3 You’re responsible for ensuring that, the integrity of any and represent that, they have full all acts and appropriate authority and power to enter into this Agreement and to perform omissions of all relevant obligations on your behalf authorised users. We’re not responsible for any loss or harm which you or any other person may suffer or incur as contemplated by this Agreement.
22.2. Before using our Services, you must provide us with a list result of your Authorised Users. We will confirm receipt any act or omission of your list of Authorised Users, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3authorised user. In the event that someone is no longer any authorised user should at any time provide us with instructions which are against your interests or outside the scope of his or her actual
20.4 We may (where permitted by law) require written confirmation from an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications authorised user of someone who is no longer an Authorised Userany instruction at any time.
22.4. Any communication 20.5 We may at any time suspend or terminate an authorised user from accessing or using a MOMO Account where we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring think that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation toreasonable or appropriate.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Momo Account Agreement
Authorised Users. 22.118.1. Where you have Only your Authorised Users may act on your behalf, either as administrators, authorisers, transactors, or viewers, or in any other capacity that will allow your Authorised User to make changes to or perform any action on your customer information profile and/or bank accounts. You alone are responsible for deciding on and checking the powers given to any of your representatives to determine them as Authorised Users, you are responsible for ensuring that, and represent that, they have full and appropriate authority and power to enter into this Agreement and to perform all relevant obligations on determine how we respond to instructions from your behalf as contemplated by this AgreementAuthorised Users.
22.218.2. Before using our ServicesYou must give us correct and up to date information about your Authorised Users. Until we receive all the necessary documents or instructions regarding Authorised Users, we will act according to the last recorded instructions you must provide us with a list gave us.
18.3. You are liable for all authorised and unauthorised actions of your Authorised Users. We will confirm receipt of your list of Authorised Usersnot be liable for any action, as well as any additional persons you may add to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept loss or otherwise act upon or respond to any communication made fraud committed by any such person. We will, however, be entitled to act on the communications of such a person should we believe in good faith that they are intended to be an Authorised User and nor will we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an any Authorised User will be deemed sent acts outside of his/her mandate or level of authority given to them by you.
22.518.4. You are fully responsible understand the risks associated with giving someone the ability to act and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting transact on your behalf, and particularly where the approval of another Authorised User is not in their own capacityrequired to complete the instruction or transaction. You For a business check account where there are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreementsupport staff loaded on the account, and any reference in these terms and conditions to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligationbut its auth-chain has NO valid authorised user then the support staff payments are deemed authorised.
22.618.5. You need to We will not be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as delays in payment or transfer of funds because of restrictions that apply to your Authorised Users’ granted levels of access or responsibilities, whether these were imposed by you, a result of their failure court or the law or by us for security or risk management purposes.
18.6. If an account is closed, your Authorised Users’ access rights will automatically end for that account. You must ensure that your Authorised User can no longer transact via any access mechanism. This will not affect an Authorised Users’ rights on remaining accounts and/or banking channels.
18.7. We may restrict any person’s authority without notice, if we have the need to do so. We also reserve the right this, but will not to act on extend (increase) any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement.person’s authority without your prior consent
Appears in 1 contract
Samples: Terms and Conditions
Authorised Users. 22.1. Where you have 6.1 In relation to the Authorised Users, you are responsible for ensuring You undertake that, and represent that, they have :
(a) Your Primary Contact has full and appropriate authority and power to enter into this Agreement and to perform responsibility for managing all relevant obligations Authorised Users on your behalf as contemplated behalf;
(b) each Authorised User shall keep their Credentials for their use of the PACE Services and Documentation secure and confidential at all times;
(c) You will not allow or suffer any Authorised User’s Credentials to be used by this Agreement.more than one individual;
22.2. Before using our Services(d) You shall maintain a written, you must provide us with a up to date list of your current Authorised Users. We will confirm receipt Users and provide such list to Us within 5 (five) Business Days of your list Our written request at any time or times;
(e) You shall permit Us or Our designated auditor to audit Your use of Authorised Users, as well as any additional persons you may add the PACE Services and Your data processing facilities in order to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications establish Credentials of such a person should we believe in good faith that they are intended to be an each Authorised User and we have received appropriate confirmation in order to this effect. We will agree audit compliance with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference . Save in these terms and conditions the case where We have reasonable grounds to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. suspect a breach by You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement, each such audit may be conducted no more than once per year at Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Your normal conduct of business;
(f) if any of the audits referred to in Clause 6.1(e) reveal that an Authorised User’s Credentials have been provided to an individual who is not an Authorised User, then without prejudice to Our other rights, You shall promptly notify Us; and
(g) if any of the audits referred to in Clause 6.1(e) reveal that You have underpaid Fees to us, then without prejudice to Our other rights, You shall pay to Us an amount equal to such underpayment as calculated in accordance with the Fees set out in the Order Form within 10 Business Days of the date of the relevant audit.
(h) if any of the audits referred to in Clause 6.1(e) reveal that You have breached the terms of this Agreement, We reserve the right, without liability or prejudice to Our other rights to You, to disable Your access to the PACE Services at any time without notice.
6.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the PACE Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
6.3 You are responsible for all acts and omissions of Authorised Users in connection with their use of the PACE Services. You agree to take reasonable efforts to make all Authorised Users aware of User Terms and other provisions of this Agreement which apply to such Authorised Users and to cause Authorised Users to comply with such provisions.
Appears in 1 contract
Samples: Master Services Agreement
Authorised Users. 22.1. Where you have 6.1 In relation to the Authorised Users, you are responsible for ensuring You undertake that, and represent that, they have :
(a) Your Primary Contact has full and appropriate authority and power to enter into this Agreement and to perform responsibility for managing all relevant obligations Authorised Users on your behalf as contemplated behalf;
(b) each Authorised User shall keep their Credentials for their use of the PACE Services and Documentation secure and confidential at all times;
(c) You shall not allow or suffer any Authorised User’s Credentials to be used by this Agreement.more than one individual;
22.2. Before using our Services(d) You shall maintain a written, you must provide us with a up to date list of your current Authorised Users. We will confirm receipt Users and provide such list to Us within 5 (five) Business Days of your list Our written request at any time or times;
(e) You shall permit Us or Our designated auditor to audit Your use of Authorised Users, as well as any additional persons you may add the PACE Services and Your data processing facilities in order to the list from time to time (as also duly authorised), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any communication made by any such person. We will, however, be entitled to act on the communications establish Credentials of such a person should we believe in good faith that they are intended to be an each Authorised User and we have received appropriate confirmation in order to this effect. We will agree audit compliance with you in advance who within your organisation may add or remove persons to / from the list of Authorised Users.
22.3. In the event that someone is no longer an Authorised User, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the communications of someone who is no longer an Authorised User.
22.4. Any communication we send to an Authorised User will be deemed sent to you.
22.5. You are fully responsible and liable for any action or inaction of all your Authorised Users, and we will deem any such action or inaction as being made directly by you. All Authorised Users may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Users approved by you act in accordance with your obligations set out in this Agreement, and any reference . Save in these terms and conditions the case where We have reasonable grounds to an obligation applying to you includes an obligation on you to ensure all Authorised Users comply with such obligation.
22.6. suspect a breach by You need to be mindful that any communications made by Authorised Users are coordinated, as if we receive Instructions from two Authorised Users, you are deemed to have intended for both Instructions to be carried out and we will act on such Instructions accordingly without verifying that those coordinated Instructions were or were not intended to be executed together when given.
22.7. If Authorised User(s) are authorised to provide Instructions on behalf of different persons / accounts, then it is your responsibility to ensure that they are clear in their Instructions regarding which person / account they are providing Instructions in relation to, and we are not liable for any loss as a result of their failure to do so. We also reserve the right not to act on any Instructions where it is unclear which person / account they are provided in relation to.
22.8. Our obligations under this Agreement are to you, and as such we are not liable to any Authorised User except and solely to the extent that such loss is suffered by you in accordance with the terms of this Agreement, each such audit may be conducted no more than once per year at Our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Your normal conduct of business;
(f) if any of the audits referred to in Clause 6.1(d) reveal that an Authorised User’s Credentials have been provided to an individual who is not an Authorised User, then without prejudice to Our other rights, You shall promptly notify Us; and
(g) if any of the audits referred to in Clause 6.1(d) reveal that You have underpaid Fees to us, then without prejudice to Our other rights, You shall pay to Us an amount equal to such underpayment as calculated in accordance with the Fees set out in the Order Form within 10 Business Days of the date of the relevant audit.
(h) if any of the audits referred to in Clause 6.1(d) reveal that You have breached the terms of this Agreement, We reserve the right, without liability or prejudice to Our other rights to You, to disable Your access to the PACE Services at any time without notice.
6.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the PACE Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
6.3 You shall ensure you have entered into binding end user Agreement with each of Your Authorised Users, valid for the duration of their access to the PACE Services and directly enforceable by Us, in which each Authorised User covenants to comply in full with the User Terms.
Appears in 1 contract
Samples: Master Terms and Conditions
