Client’s Undertakings. 3.1 The Client will not remove the copyright notice, trade marks or service marks of NetDimensions or PeopleFluent from any copies, in any form, including partial copies or modifications of the Application or Related Documentation, made in accordance with this Agreement. 3.2 The Client will: 3.2.1 not provide or otherwise make available the Application or Related Documentation in whole or in part, in any form to any person other than the Users without PeopleFluent’s prior written consent; 3.2.2 notify PeopleFluent promptly if the Client becomes aware of any unauthorised use of the whole or any part of the Application or Related Documentation by any person; 3.2.3 use the Application and Related Documentation only in accordance with PeopleFluent’s or the Reseller’s reasonable operating instructions and the terms of this Agreement; 3.2.4 use commercially reasonable efforts to keep the Application free from viruses; 3.2.5 ensure that the Application is only used on the Designated Server IP Address on a single server, unless otherwise specified in the Commercial Terms; 3.2.6 ensure that no one other than Users, and no more than the permitted number of Users as agreed with the Reseller access the licensed Application. 3.3 The Client is responsible for maintaining the confidentiality of its Application passwords and will use commercially reasonable endeavours to ensure that all Users keep their own Application passwords confidential. 3.4 PeopleFluent may at any time, at its own expense (unless the last sentence of this Clause applies), audit the Client’s usage of the Application and compliance with this Agreement (including with regard to the number of Users accessing the Application and/or registered on the Application), and such audit shall be exercised in a manner so as to not substantially interfere with Client’s normal conduct of business. If an audit reveals that the number of Users exceeds the licensed number of Users and allowed under this Agreement, Client shall be responsible for and pay for PeopleFluent (reasonable) audit costs and PeopleFluent shall be entitled to immediately and directly invoice Client for these audit costs and the additional Users (regardless of the active or non-active status) for the remainder of the Initial Term or applicable Renewal Term in accordance with its current per User list price. 3.5 The Client is solely responsible for ensuring compliance with all applicable import and export laws and regulations of the country of destination and any applicable foreign jurisdiction and will indemnify, defend and hold PeopleFluent and the Reseller harmless from any claims brought against PeopleFluent or Reseller arising from the Client’s export, import or handling of the Application and Related Documentation.
Appears in 2 contracts
Samples: Application License Agreement, Application License Agreement
Client’s Undertakings. 3.1 iCOLLECT
3.1. The Client will not remove undertakes to submit the copyright notice, trade marks or service marks originals of NetDimensions or PeopleFluent from any copies, Cheques processed through the Service within two (2) Business Days’ of scanning in any form, including partial copies or modifications of the Application or Related Documentation, made in accordance with this AgreementService.
3.2 3.2. In the case of Returned Cheques, the Client may exclude the originals from submission. The Client shall obtain the relevant returned cheque advice from iBusiness.
3.3. In the case of PDCs, the Client undertakes to submit Withdrawal and Deferment requests via iBusiness.
3.4. CBD shall notify the Client of its representatives who are authorised to receive original Cheques. Cheques will only be considered received once CBD has issued a confirmation of receipt signed by an authorised representative.
3.5. The Client will:
3.2.1 not provide or otherwise make available , and shall ensure that its personnel, act in good faith at all times when using the Application or Related Documentation in whole or in part, in any form to any person other than the Users without PeopleFluent’s prior written consent;
3.2.2 notify PeopleFluent promptly if the Client becomes aware of any unauthorised use of the whole or any part of the Application or Related Documentation by any person;
3.2.3 use the Application Service and Related Documentation only in accordance with PeopleFluent’s or the Reseller’s reasonable operating instructions and the terms of this Agreement;
3.2.4 use commercially reasonable efforts to keep the Application free from viruses;
3.2.5 shall ensure that the Application Service is used only used on for the Designated Server IP Address on a single server, unless otherwise specified in the Commercial Terms;
3.2.6 purpose envisaged herein. The Client shall not and shall ensure that no one other than Users, and no more than the permitted number of Users as agreed its personnel do not abuse or tamper with the Reseller access Service, the licensed ApplicationScanner or any equipment or facilities provided by the Bank with respect to the Service.
3.3 3.6. The Client undertakes to protect its infrastructure (including its network) from viruses. The Client is responsible for maintaining ensuring that it maintains the confidentiality of infrastructure required to access the Service, which shall include its Application passwords network and will use commercially reasonable endeavours to ensure that all Users keep their own Application passwords confidentialinternet access.
3.4 PeopleFluent 3.7. The Client is responsible for the accuracy and completeness of Instructions (including safeguarding the security and integrity of the Service by ensuring that only authorised Users have access to the system and that authorised Users’ security credentials and tokens are safeguarded at all times) and for ensuring that they will achieve the Client’s intended purpose.
3.8. The Client may at any timeassign, at its own expense discretion, Maker, Checker or Maker- Checker User Roles to its Users.
3.9. The Client shall immediately contact CBD if the Client suspects or becomes aware of:
(unless a) Any failure of any part of the last sentence Services.
(b) Any error in any part of this Clause applies)the Services.
(c) Any error affecting any data accessible through the Services; and/ or any programming error or defect or corruption of any part of the Services, audit and the Client shall promptly assist CBD in implementing any necessary remedial steps.
3.10. The Client undertakes not to:
(a) use the Services in a way or for a purpose not authorised or intended by CBD.
(b) use the Services in contravention of any applicable law or regulation.
(c) use the Services other than for the Client or the Client’s usage affiliates’ business purposes;
(d) permit any third party to use the Services or seek to gain or permit any third party to gain unauthorised access to any system or network of CBD.
(e) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs or any other harmful programs which may interfere with or disrupt the Services or any network connected thereto. CHEQUE VERIFICATION REQUIREMENTS
3.11. The Client undertakes to perform verification of each Cheque and shall on scan Cheques that have passed such verification.
3.12. The Client undertakes not to submit Cheques through the Service where:
(a) name of the Application beneficiary does not reasonably match the deposit account name.
(b) amount in words does not match the amount in number.
(c) the Cheque is not signed. تنترنإلاا برع ليس�حتلا في ةمدلخا للاخ نم اهتلجاعم متت تاكيس� يألا ةيلس�ألاا خس�نلا يمدقتب ليمعلا دهعتي 1-3 .ةمدلخا قاطن في ايئوس� تاكيس�لا حس�م خيرات نم لمع ينموي نوس�غ .ةينوتركلإلاا لامعألاا ةمدخ للاخ دق تاكيس�لا برتعتو .ةيلس�ألاا تاكيس�لا ملاتس�اب ينس�وفلما هيلثمبم ليمعلا كنبلا رطخي 4-3 بناج نم اهيلع عقوم ملاتس�لااب اديكأات كنبلا ردس�ي نأا درجبم طقف اهملاتس�ا تم .ص�وفلما لثملما دنع كلذو ،تاقوألاا عيمج في ةينلا نس�ح أادبم قفو نوفرس�تي هيفظوم نأا ليمعلا نمس�ي 5-3 في حس�ولما ص�رغلا في طقف ةمدلخا مادختس�ا نامس� هيلع بجي امك ،ةمدلخا مادختس�ا ةمدلخاب ثبعلا وأا مادختس�ا ةءاس�إاب هيفظوم مايق مدع ليمعلا نمس�ي .ةيقافتلاا هذه قلعتي اميف كنبلا اهمدقي يتلا تلايهس�تلا وأا تادعلما نم يأا وأا يئوس�لا حس�الما وا .ةمدلخاب )هل ةعباتلا تنترنإلاا ةكبس� كلذ في ابم( هب ةس�الخا ةيتحتلا ةينبلا ةيامحب ليمعلا دهعتي 6-3 ةمزلالا ةيتحتلا ةينبلاب هظافتحا نامس� نع لاوئس�م ليمعلا نوكيو .تاس�ويرف يأا نم .تنترنإلاا ىلع لوخدلا ةيناكمإاو ةكبس�لا نمس�تت نأا دبلا يتلاو ،ةمدلخا لىإا لوخدلل لماكتو نمأا ةيامح كلذ في ابم( اهلامتكاو تاميلعتلا ةقد ةيلوئس�م ليمعلا لمحتي 7-3 ةيامحو ماظنلا لىإا طقف مهل حرس�لما ينمدختس�لما لوس�و نامس� قيرط نع تامدلخا لمحتي امك .)تقولا لاوط ينمدختس�ملل ينمألاا دامتعلاا تاءارجاو ققحتلا ةزهجأا .هل ةبس�نلاب بولطلما ص�رغلا ققتح تاميلعتلا كلت نأا نامس� ةيلوئس�م ليمعلا .هيمدختس�م لىإا جودزلما انم وأا كس� اذإا ،كنبلا غلابإا ةعرس� ليمعلا ىلع 9-3 :هملع لىإا تامدلخا نم ءزج يأاب روس�ق يأا )أا( تامدلخا نم ءزج يأا في اأ طخ يأا )ب( ،تامدلخا للاخ نم اهيلإا لوس�ولا نكيم يتلا تانايبلا نم يأا ىلع رثؤوي اأ طخ يأا )ج( نأا ليمعلا ىلعو .تامدلخا نم ءزج يأاب يمجرب ررس� وأا روس�ق وأا أاطخ يأا وأا .ةمزلا ةيحيحس�ت تاءارجإا يأا ذيفنت في اروف كنبلا دعاس�ي .اهب لومعم تاعيرس�ت وأا ينناوق يأا فلاخي وحن ىلع تامدلخا مادختس�ا )ب( وأا ليمعلا لمعب ةس�الخا ص�ارغألاا فلاخب ىرخأا ص�ارغأا يألا تامدلخا مادختس�ا )ج( .هل ةعباتلا تاس�س�ؤولما .كلذب مايقلاب يرغلل حامس�لا وأا هب حرس�م يرغ وحن ىلع لبانق وأا ةثيبخ ناديد وأا ةداورط ةنس�حأا وأا تاس�ويرف ىلع يوتتح داوم يأا عفر وأا رس�ن )ه( ةلس�تم ةكبس� يأا وأا تامدلخا عم ص�راعتت دق يتلا ةرس�لما جمابرلا نم اهيرغ وأا ةتوقوم .اهليطعت في ببس�تت وأا اهب كيس�لا ةحس� نم ققحتلا تاطاترس�ا تاكيس�لل يئوس�لا ص�حفلا ءارجإا كلذكو ،كيس� لك ةحس� نم ققحتلاب ليمعلا دهعتي 11-3 .ققحتلا ةيلمعل تعس�خ يتلا :ةيلاتلا تلاالحا نم يأا في تامدلخا للاخ نم تاكيس�لا يمدقت مدعب ليمعلا دهعتي 12-3 عاديإلاا باس�ح مس�ا عم ةلوقعم ةروس�ب قباطتي لا ديفتس�لما مس�ا ناك اذإا )أا( (d) the Cheque is soiled, smudged, defaced or torn and compliance with this Agreement is no longer deemed acceptable for clearing.
(including with regard e) the Cheque is stale-dated.
(f) the Cheque appears to have been altered.
(g) the number of Users accessing the Application and/or registered on the Application)Cheque appears to have been forged or counterfeited. DELAYED DELIVERY, and such audit shall be exercised in a manner so as to not substantially interfere with Client’s normal conduct of businessLOST, DAMAGED AND FRAUDULENT CHEQUES
3.13. If an audit reveals that the number of Users exceeds the licensed number of Users and allowed under this Agreement, The Client shall inform CBD as soon as it becomes aware that a Cheque that has been processed through the Service is delayed, lost, damaged or is suspected to be responsible for and pay for PeopleFluent (reasonable) audit costs and PeopleFluent shall be entitled to immediately and directly invoice Client for these audit costs and the additional Users (regardless of the active or non-active status) for the remainder of the Initial Term or applicable Renewal Term in accordance with its current per User list pricefraudulent.
3.5 The Client is solely responsible for ensuring compliance with all applicable import 3.14. CBD reserves the right to reverse the entry and export laws and regulations of the country of destination and any applicable foreign jurisdiction and will indemnify, defend and hold PeopleFluent and the Reseller harmless from any claims brought against PeopleFluent or Reseller arising from debit the Client’s exportAccount for the amount of any Cheques processed through the Service for which the originals are not received by CBD; are soiled, import damaged or handling otherwise not acceptable for clearing; are not received by CBD within the stipulated cut-off times; or are found or suspected to be fraudulent.
3.15. In the case of lost Cheques, the Application Client shall issue an indemnity letter for each lost Cheque signed by the Client’s authorised signatories irrevocably indemnifying and Related Documentationholding harmless CBD from and against all actions, suits proceedings, costs, claims, demands, charges, expenses, losses and liabilities however arising out of or in connection with the lost Cheque.
Appears in 2 contracts
Samples: Services Agreement, Services Agreement
Client’s Undertakings. 3.1 The Client will will, and shall ensure that its personnel, act in good faith at all times when using the Service and shall ensure that the Service is used only for the purpose envisaged herein. The Client shall not remove and shall ensure that its personnel do not abuse or tamper with the copyright noticeService, trade marks or service marks of NetDimensions any equipment or PeopleFluent from any copies, in any form, including partial copies or modifications of facilities provided by the Application or Related Documentation, made in accordance Bank with this Agreementrespect to the Service.
3.2 The Client will:
3.2.1 not provide or otherwise make available the Application or Related Documentation in whole or in part, in any form undertakes to any person other than the Users without PeopleFluent’s prior written consent;
3.2.2 notify PeopleFluent promptly if the Client becomes aware of any unauthorised use of the whole or any part of the Application or Related Documentation by any person;
3.2.3 use the Application and Related Documentation only in accordance with PeopleFluent’s or the Reseller’s reasonable operating instructions and the terms of this Agreement;
3.2.4 use commercially reasonable efforts to keep the Application free protect its infrastructure (including its network) from viruses;
3.2.5 ensure . The Client is responsible for ensuring that it maintains the Application is only used on the Designated Server IP Address on a single server, unless otherwise specified in the Commercial Terms;
3.2.6 ensure that no one other than Users, and no more than the permitted number of Users as agreed with the Reseller infrastructure required to access the licensed ApplicationService, which shall include its network and internet access.
3.3 The Client is responsible for maintaining the confidentiality accuracy and completeness of its Application passwords Instructions (including safeguarding the security and integrity of the Service by ensuring that only authorised Users have access to the system and that authorised Users’ security credentials and tokens are safeguarded at all times) and for ensuring that they will use commercially reasonable endeavours to ensure that all Users keep their own Application passwords confidentialachieve the Client’s intended purpose.
3.4 PeopleFluent may at any timeThe Client warrants and represents that they are, at its own expense (unless all times, the last sentence of this Clause applies), audit the Client’s usage sole beneficial owners of the Application and compliance with this Agreement (including with regard to the number of Users accessing the Application and/or registered on the Application), and such audit shall be exercised in a manner so as to not substantially interfere with Client’s normal conduct of business. If an audit reveals that the number of Users exceeds the licensed number of Users and allowed under this Agreement, Client shall be responsible for and pay for PeopleFluent (reasonable) audit costs and PeopleFluent shall be entitled to immediately and directly invoice Client for these audit costs and the additional Users (regardless of the active or non-active status) for the remainder of the Initial Term or applicable Renewal Term in accordance with its current per User list priceAccounts.
3.5 The Client is solely responsible undertakes to comply with relevant Anti-Money Laundering & Combating Financing of Terrorism Laws and Regulations of UAE.
3.6 The Client, in using iBusiness for ensuring compliance with all applicable import and export laws and regulations accessing the Services, may assign, at its own discretion, Maker, Checker or Maker-Checker User Roles to its Users.
3.7 The Client shall immediately contact CBD if the Client suspects or becomes aware of:
(a) Any failure of any part of the country Services.
(b) Any error in any part of destination the Services.
(c) Any error affecting any data accessible through the Services; and/or any programming error or defect or corruption of any part of the Services, and the Client shall promptly assist CBD in implementing any necessary remedial steps.
3.8 The Client undertakes not to:
(a) use the Services in a way or for a purpose not authorised or intended by CBD.
(b) use the Services in contravention of any applicable foreign jurisdiction and will indemnify, defend and hold PeopleFluent and law or regulation.
(c) use the Reseller harmless from any claims brought against PeopleFluent Services other than for the Client or Reseller arising from the Client’s exportaffiliates’ business purposes;
(d) permit any third party to use the Services or seek to gain or permit any third party to gain unauthorised access to any system or network of CBD.
(e) Transmit or upload any material that contains viruses, import Trojan horses, worms, time bombs or handling of any other harmful programs which may interfere with or disrupt the Application and Related DocumentationServices or any network connected thereto.
Appears in 2 contracts
Samples: Receivables Management Solutions Agreement, Receivables Management Solutions Agreement
Client’s Undertakings. 3.1 The Client will will, and shall ensure that its personnel, act in good faith at all times when using the Service and shall ensure that the Service is used only for the purpose envisaged herein. The Client shall not remove and shall ensure that its personnel do not abuse or tamper with the copyright noticeService, trade marks or service marks of NetDimensions any equipment or PeopleFluent from any copies, in any form, including partial copies or modifications of facilities provided by the Application or Related Documentation, made in accordance Bank with this Agreementrespect to the Service.
3.2 The Client will:
3.2.1 not provide or otherwise make available the Application or Related Documentation in whole or in part, in any form undertakes to any person other than the Users without PeopleFluent’s prior written consent;
3.2.2 notify PeopleFluent promptly if the Client becomes aware of any unauthorised use of the whole or any part of the Application or Related Documentation by any person;
3.2.3 use the Application and Related Documentation only in accordance with PeopleFluent’s or the Reseller’s reasonable operating instructions and the terms of this Agreement;
3.2.4 use commercially reasonable efforts to keep the Application free protect its infrastructure (including its network) from viruses;
3.2.5 ensure . The Client is responsible for ensuring that it maintains the Application is only used on the Designated Server IP Address on a single server, unless otherwise specified in the Commercial Terms;
3.2.6 ensure that no one other than Users, and no more than the permitted number of Users as agreed with the Reseller infrastructure required to access the licensed ApplicationService, which shall include its network and internet access.
3.3 The Client is responsible for maintaining the confidentiality accuracy and completeness of its Application passwords Instructions (including safeguarding the security and integrity of the Service by ensuring that only authorised Users have access to the system and that authorised Users’ security credentials and tokens are safeguarded at all times) and for ensuring that they will use commercially reasonable endeavours to ensure that all Users keep their own Application passwords confidentialachieve the Client’s intended purpose.
3.4 PeopleFluent may at any timeThe Client and the Participant Clients warrant and represent that they are, at its own expense (unless all times, the last sentence sole beneficial owners of this Clause applies), audit the Client’s usage of the Application and compliance with this Agreement (including with regard to the number of Users accessing the Application and/or registered on the Application), and such audit shall be exercised in a manner so as to not substantially interfere with Client’s normal conduct of business. If an audit reveals that the number of Users exceeds the licensed number of Users and allowed under this Agreement, Client shall be responsible for and pay for PeopleFluent (reasonable) audit costs and PeopleFluent shall be entitled to immediately and directly invoice Client for these audit costs and the additional Users (regardless of the active or non-active status) for the remainder of the Initial Term or applicable Renewal Term in accordance with its current per User list pricetheir respective Participant Accounts.
3.5 The Client is solely responsible undertakes to comply with relevant Anti-Money Laundering & Combating Financing of Terrorism Laws and Regulations of UAE.
3.6 The Client, in using iBusiness for ensuring compliance with all applicable import and export laws and regulations accessing the Services, may assign, at its own discretion, Maker, Checker or Maker-Checker User Roles to its Users.
3.7 The Client shall immediately contact CBD if the Client suspects or becomes aware of:
(a) Any failure of any part of the country Services.
(b) Any error in any part of destination the Services.
(c) Any error affecting any data accessible through the Services; and/or any programming error or defect or corruption of any part of the Services, and the Client shall promptly assist CBD in implementing any necessary remedial steps.
3.8 The Client undertakes not to:
(a) use the Services in a way or for a purpose not authorised or intended by CBD.
(b) use the Services in contravention of any applicable foreign jurisdiction and will indemnify, defend and hold PeopleFluent and law or regulation.
(c) use the Reseller harmless from any claims brought against PeopleFluent Services other than for the Client or Reseller arising from the Client’s exportaffiliates’ business purposes;
(d) permit any third party to use the Services or seek to gain or permit any third party to gain unauthorised access to any system or network of CBD.
(e) Transmit or upload any material that contains viruses, import Trojan horses, worms, time bombs or handling of any other harmful programs which may interfere with or disrupt the Application and Related DocumentationServices or any network connected thereto.
Appears in 2 contracts
Samples: Liquidity Management Solutions Agreement, Liquidity Management Solutions Agreement
