Clients in this context, clients are people who are dependent upon the caring skills and services of the local authority, for example, the elderly, mentally infirm, those with mental or physical impairments. Clients in this context also include those whose needs are identified and catered for in settings such as schools and nurseries, that is, young children and school pupils dependent on the organisation for their educational and developmental welfare. Clients exclude internal authority customers (as in client departments) or external customers (for example, members of the public with planning applications), because neither are dependent on the local authority for their care and welfare. The exceptional needs of clients refer to those which are exceptionally demanding, not to those which are out of the ordinary.
Customer Accounts The Bank agrees to establish and maintain the following accounts (“Accounts”):
(a) A custody account in the name of the Customer (“Custody Account”) for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer (“Securities”); and
(b) A deposit account in the name of the Customer (“Deposit Account”) for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check. The Customer warrants its authority to: 1) deposit the cash and Securities (“Assets”) received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. The Bank may deliver securities of the same class in place of those deposited in the Custody Account. Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement.
Inactive and Dormant Client Accounts 24.1. Inactivity Fees: Fees may be payable by you by virtue of the fact that the Trading Platform is continually provided to you for trading, regardless of your actual use. If there are no transactions (deposits, withdrawals or trading activity) on your Trading Account for a period of at least two (2) months or more, the Company reserves the right, to charge a monthly inactivity fee on your Trading Account, in return for the provision of the continued availability of your Trading Account. You agree that you are liable to and will pay the applicable fee as notified to you from time to time and that we may deduct such fee from any funds held by us on your behalf. The monthly inactivity fee shall increase as the total period of inactivity increases. The exact fee schedule will be calculated according to the currency denomination of your Trading Account and is set out as follows or as changed by the Company from time to time and notified to the Client: Inactivity period Monthly Trading Account Inactivity Fee 0 to 2 months 0 2 to 3 months 80 EUR or the equivalent amount in the client's currency as per the exchange rate that day 3 to 6 months 120 EUR or the equivalent amount in the client's currency as per the exchange rate that day Over 6 months 200 EUR or the equivalent amount in the client's currency as per the exchange rate that day
24.2. If the Trading Account is inactive for four (4) years or more, and after notifying the Client in its last known contact details, the Company reserves the right to close the Trading Account and render it dormant. Money in the dormant account shall remain owing to the Client and the Company shall make and retain records and return such funds upon request by the Client at any time thereafter.
24.3. In the event of inactivity or dormancy, the company reserves the right to cancel any unused (“active”) bonuses. The conditions set forth in Bonus Terms and Conditions policy will apply.
Customers (a) Not later than sixty (60) calendar days following the date hereof (except as otherwise required by applicable law):
(i) Seller will notify the holders of Deposits to be transferred on the Closing Date that, subject to the terms and conditions of this Agreement, Purchaser will be assuming liability for such Deposits; and
(ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branches and other Persons that either Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any agreement between Seller and any customer in connection with the transactions contemplated hereby, or, to the extent permitted by applicable law and the terms of any agreement between Seller and any customer, will further an efficient transition of the Deposit and Loan relationships to Purchaser; provided that Seller and Purchaser agree that any joint notices shall not include any dual-branded letters but instead shall include individual bank inserts for each of Seller and Purchaser. A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least five (5) Business Days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. Seller shall have the right to add customer transition information to any customer notifications to be sent by Purchaser pursuant to this Section 4.2 and such information may, at Seller’s option, be included either directly in Purchaser’s notification or in an additional insert that shall accompany the applicable Purchaser notification. Any customer notifications sent by Purchaser pursuant to this Section 4.2 shall only include the last four digits of any account number of Seller. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within forty five (45) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, the borrowers on the Loans and the lessees of the safe deposit boxes as of a recent date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees as such shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing, not to be unreasonably withheld in the case of communications compliant with applicable law and agreements between Seller and such owners, borrowers, customers or lessees that are appropriate to further an efficient transition of Deposit and Loan relationships to Purchaser.
(b) Following the giving of any notice described in Section 4.2(a), Purchaser and Seller shall deliver to each new customer at any of the Branches such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Deposits and to comply with applicable law.
(c) Neither Purchaser nor Seller shall object to the use, by depositors of the Deposits, of payment orders or cashier’s checks issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service xxxx or the proprietary xxxx of Seller or any of its respective Affiliates.
(d) Purchaser shall notify Deposit account customers and Loan account customers that, upon the expiration of a post-Closing processing period, which shall be sixty (60) calendar days after the Closing Date, any Items that are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Loan account customers in accordance with this Section 4.2.
Client Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
Customer The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.
Nature of Business; International Operations Neither the Borrower nor any Restricted Subsidiary will allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.
Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply.
(b) The Company has no knowledge that the customer base of the Company might materially decrease.
Processing of Customer Personal Data 3.1 UKG will:
3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and
3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data.
3.2 Customer hereby:
3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement.
3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and
3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law.
3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).
Billing and Collection Customers BellSouth currently has in effect numerous billing and collection agreements with various interexchange carriers and billing clearing houses and as such these billing and collection customers (“B&C Customers”) query BellSouth’s LIDB to determine whether to accept various billing options from End Users. Until such time as BellSouth implements in its LIDB and its supporting systems the means to differentiate Lightyear’s data from BellSouth’s data, the following shall apply:
(1) Lightyear will accept responsibility for telecommunications services billed by BellSouth for its B&C Customers for Lightyear’s End User accounts which are resident in LIDB pursuant to this Agreement. Lightyear authorizes BellSouth to place such charges on Lightyear’s xxxx from BellSouth and shall pay all such charges, including, but are not limited to, collect and third number calls.
(2) Charges for such services shall appear on a separate BellSouth xxxx xxxx identified with the name of the B&C Customers for which BellSouth is billing the charge.
(3) Lightyear shall have the responsibility to render a billing statement to its End Users for these charges, but Lightyear shall pay BellSouth for the charges billed regardless of whether Lightyear collects from Lightyear’s End Users.
(4) BellSouth shall have no obligation to become involved in any disputes between Lightyear and B&C Customers. BellSouth will not issue adjustments for charges billed on behalf of any B&C Customer to Lightyear. It shall be the responsibility of Lightyear and the B&C Customers to negotiate and arrange for any appropriate adjustments.
