Common use of Customer Obligations Clause in Contracts

Customer Obligations. 4.1 The Customer shall: (a) co-operate with Xxxxx Xxxx in all matters relating to the Services; (b) appoint a manager in respect of the Services to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders); (c) allow Xxxxx Xxxx, its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no charge; (d) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services in a timely manner and ensure that they are accurate and complete; (e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of the Customer as set out in the Proposal. 4.2 If Xxxxx Xxxx'x performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; c) Not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party; f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; h) Comply with the Supplier’s and BT’s reasonable safety and security requirements; i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls; j) To co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer’s employees where reasonably required; (bk) appoint a manager in respect of Permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxx, its agents, subcontractors, consultants Provide the Supplier with such information and employees access materials as the Supplier may reasonably require in order to supply the Customer premises, office accommodation, data Servic es; and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with Use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to t ime; (en) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain Obtain and maintain all necessary licences licenses , permissions, consents, registrations and consents and comply with all relevant legislation approvals which may be required before the Commencement Date; and o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services. 4.2 Should the Supplier or BT be required to enable Xxxxx Xxxx cross any land belonging to provide any party other than the Services, including in relation Customer or to put BT Equipment on any property which does not belong to the installation of Supplier EquipmentCustomer (for example a neighbour or a landlord), the use Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all Customer Materials costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the use Supplier as a result of or in connection with; a) Any breach of the Customer Equipment insofar as such licences, consents and legislation relate to Customer’s obligations under the Contract; b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer's business, premises, staff and equipment, in all cases before the date on which ; c) Subject to condition 4.1o) Toll Fraud; and d) any claims made by third parties because the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and faulty or cannot dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of be used by them where the Customer as set out in the ProposalServices are used for business purposes. 4.2 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3 4.5 If Xxxxx Xxxx'x the Supplier’s performance or any of its obligations under a the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default); a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the CustomerServices until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its agents, subcontractors, consultants obligations to the extent the Customer Default prevents or employees then, without prejudice to delays the Supplier’s performance or any other right of its obligations. b) The Supplier shall not be liable for any costs or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations equal to as set out in this condition 4; and c) the delay caused Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the CustomerSupplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; (b) to provide at its own cost and expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; (c) not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; (d) not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; (e) not to use the Services or permit the Services to be used in any way which would constitute a violation or an infringement of the rights of any other party; (f) to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; (g) that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; (h) comply with the Supplier's and BT's reasonable safety and security requirements; (i) to procure that the Services are not used fraudulently or in connection with a criminal office or to make offence, indecent, menacing, nuisance or hoax Calls; (j) to co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer's employees where reasonably required; (bk) appoint a manager in respect of permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxxprovide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Servic es, its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (gn) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents permissions, licenses, consents, registrations and legislation relate to the Customer's business, premises, staff and equipment, in all cases approvals which may be require d before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisationCommencement Date; and (io) comply with be solely liable for any additional responsibilities costs arising as a result of Toll Fraud in the event the Customer opts out of the Customer as set out in the ProposalSupplier’s fraud monitoring service. 4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and losses (including loss of liabil ities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with: (a) any breach of the Customer’s obligations under the Contract; (b) the death of any of the Supplier's employees caused by the negligence or wilful misconduct of the Customer; (c) subject to condition 4.1(o), Toll Fraud; and (d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes. 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to condition 4.3. 4.5 If Xxxxx Xxxx'x call traffic falls significantly below the norm for 30 days or more, the Supplier reserves the right to invoice the shortfall and/or raise termination charges based upon the average of the preceding 3 months’ full billing. 4.6 If the Supplier's performance of any of its obligations under a the Contract is prevented or delayed by any act or omission of by the Customer, its agents, subcontractors, consultants Customer or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time failure by the Customer to perform any relevant obligation (Customer Default): (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of all or any the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance of any of its obligations equal to the delay caused extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the CustomerCustomer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this condition 4; and (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; c) Not to contravene the Telecommunications Act 1984 or any relevant regulations or licences; d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party; f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; h) Comply with the Supplier’s and BT’s reasonable safety and security requirements; i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls; j) To co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer’s employees where reasonably required; (bk) appoint a manager in respect of Permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxx, its agents, subcontractors, consultants Provide the Supplier with such information and employees access materials as the Supplier may reasonably require in order to supply the Customer premises, office accommodation, data Servic es; and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with Use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (en) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain Obtain and maintain all necessary licences licenses , permissions, consents, registrations and consents and comply with all relevant legislation approvals which may be required before the Commencement Date; and o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services. 4.2 Should the Supplier or BT be required to enable Xxxxx Xxxx cross any land belonging to provide any party other than the Services, including in relation Customer or to put BT Equipment on any property which does not belong to the installation of Supplier EquipmentCustomer (for example a neighbour or a landlord), the use Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all Customer Materials costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the use Supplier as a result of or in connection with; a) Any breach of the Customer Equipment insofar as such licences, consents and legislation relate to Customer’s obligations under the Contract; b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer's business, premises, staff and equipment, in all cases before the date on which ; c) Subject to condition 4.1o) Toll Fraud; and d) any claims made by third parties because the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and faulty or cannot dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of be used by them where the Customer as set out in the ProposalServices are used for business purposes. 4.2 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3 4.5 If Xxxxx Xxxx'x the Supplier’s performance or any of its obligations under a the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default); a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the CustomerServices until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its agents, subcontractors, consultants obligations to the extent the Customer Default prevents or employees then, without prejudice to delays the Supplier’s performance or any other right of its obligations. b) The Supplier shall not be liable for any costs or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations equal to as set out in this condition 4; and c) the delay caused Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the CustomerSupplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; c) Not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party; f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; h) Comply with the Supplier’s and BT’s reasonable safety and security requirements; i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls; j) To co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer’s employees where reasonably required; (bk) appoint a manager in respect of Permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxx, its agents, subcontractors, consultants Provide the Supplier with such information and employees access materials as the Supplier may reasonably require in order to supply the Customer premises, office accommodation, data Servic es; and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with Use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (en) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain Obtain and maintain all necessary licences licenses , permissions, consents, registrations and consents and comply with all relevant legislation approvals which may be required before the Commencement Date; and o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services. 4.2 Should the Supplier or BT be required to enable Xxxxx Xxxx cross any land belonging to provide any party other than the Services, including in relation Customer or to put BT Equipment on any property which does not belong to the installation of Supplier EquipmentCustomer (for example a neighbour or a landlord), the use Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all Customer Materials costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the use Supplier as a result of or in connection with; a) Any breach of the Customer Equipment insofar as such licences, consents and legislation relate to Customer’s obligations under the Contract; b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer's business, premises, staff and equipment, in all cases before the date on which ; c) Subject to condition 4.1o) Toll Fraud; and d) any claims made by third parties because the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and faulty or cannot dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of be used by them where the Customer as set out in the ProposalServices are used for business purposes. 4.2 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3 4.5 If Xxxxx Xxxx'x the Supplier’s performance or any of its obligations under a the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default); a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the CustomerServices until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its agents, subcontractors, consultants obligations to the extent the Customer Default prevents or employees then, without prejudice to delays the Supplier’s performance or any other right of its obligations. b) The Supplier shall not be liable for any costs or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations equal to as set out in this condition 4; and c) the delay caused Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the CustomerSupplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 The Customer shall: (a) co-operate cooperate with Xxxxx Xxxx Uniserve and reasonably assist in all matters relating to the ServicesServices and appoint and, in its reasonable discretion, replace a Customer employee to serve as the primary contact with respect to the Agreement and who will have the authority to act on behalf of Customer with respect to matters pertaining to the Agreement; (b) appoint a manager in respect provide such access to Customer's premises, the Customer’s System, suitably qualified personnel, and such office accommodation and other facilities, as may reasonably be requested by Uniserve, for the purposes of performing the Services to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)Services; (c) allow Xxxxx Xxxxrespond promptly to any Uniserve request to provide direction, its agentsinformation, subcontractorsapprovals, consultants and employees access authorizations or decisions that are reasonably necessary for Uniserve to perform Services in accordance with the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargerequirements of the Agreement; (d) provide such materials and information as Uniserve may reasonably request in order to Xxxxx Xxxx all documentscarry out the Services, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services in a timely manner manner, and ensure that they are it is complete and accurate and completein all material respects; (e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Customer-Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable law, regulations, relevant legal and industry standards or requirements; (f) perform all obligations identified as “Customer Responsibilities” in each SoW; (g) obtain ensure the Customer’s System is set up and maintain all necessary licences in working order (except to the extent such set up and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide maintenance forms part of the Services, including in relation ) to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents and legislation relate allow Uniserve to the Customer's business, premises, staff and equipment, in all cases before the date on which perform the Services are to startand deliver and, where applicable, install, software and equipment in accordance with each applicable SoW; (h) keep participate through suitably qualified and maintain Supplier Equipment authorized Customer personnel in good condition and (i) all meetings scheduled in or in accordance with Xxxxx Xxxx'x instructions from time each applicable SoW and (ii) such other meetings as may be scheduled by Uniserve; (i) provide all consents, approvals, notices and other communications as required under the Agreement and, where applicable, as specified in each applicable SoW; (j) take all steps necessary, including obtaining any required licenses or consents, to time and prevent Customer- caused delays in Uniserve’s provision of the Services; (k) not dispose of resell Services, or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions access to Services or authorisationEquipment, directly or indirectly to third parties, except as authorized by a SoW; (l) ensure that no Uniserve Personnel are subject to Harassment or an unsafe working environment while at Customer’s premises or when providing the Services; and (im) comply with any additional responsibilities third-party license agreements which apply to any software Uniserve make available to Customer. Additionally, Customer shall not use the Services in ways that infringe the rights of others, or interfere with other users of our network or other networks. For example, Customer shall not distribute chain letter or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; distribute child pornography, obscenity or defamatory material over the Internet; or infringe copyrights, trademarks or other intellectual property rights. Uniserve reserves the right to suspend or terminate the Services (or any portion thereof) without notice in the event that Uniserve believes that Customer’s use (or any of User’s use) of the Customer as set out Services is in the Proposalviolation of this section. 4.2 If Xxxxx Xxxx'x performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) to co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesService and provide the Supplier with assistance from the Customer’s employees where reasonably required; (b) appoint a manager in respect of to prepare its Premises according to any instructions issued by the Services Supplier or BT, and to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders); (c) allow Xxxxx Xxxx, its agents, subcontractors, consultants and employees provide BT with reasonable access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargePremises; (c) to provide at its own cost and expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; d) provide to Xxxxx Xxxx all documentsuse the Service in accordance with such conditions as may be notified to it in writing by the Supplier from time to time; e) not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; f) not to use the Service for a purpose other than that for which the Service is provided; g) not to use the Service or permit the Service to be used for the transmission of any material which is intended to be defamatory, informationoffensive, items and materials abusive or menacing in character; h) not to use the Service or permit the Service to be used in any form (whether owned by way which would constitute a violation or an infringement of the Customer or a third rights of any other party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services in a timely manner and ensure that they are accurate and complete; (ei) inform Xxxxx Xxxx of to maintain its telecommunications apparatus at all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is times in good working order and suitable for in conformation with the purposes for which it is used and conforms to all applicable law, regulations, standards or requirementsrelevant standards; (gj) to supply the Supplier with all such information as it may request from time to time; k) that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; l) obtain and maintain all necessary licences licences, permissions, consents, registrations and consents and approvals which may be required before the Commencement Date; m) comply with all relevant legislation the Supplier’s and BT’s reasonable safety and security requirements; n) to procure that the Service is not used fraudulently or in connection with a criminal office or to make offence, indecent, menacing, nuisance or hoax Calls and in this respect the Customer shall, without limitation, (i) secure implementation and management of their systems including any hardware not provided by the Supplier such as required Firewalls or PBX; (ii) maintain security and confidentiality of authentication details for online service portals and other services; (iii) mitigate exposure to enable Xxxxx Xxxx to provide any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting the Services, including in relation incident to the installation Supplier; and (iv) report the incidents to the Police; o) to be solely liable for any costs arising as a result of Toll Fraud; and p) in the event the Contract includes broadband services, obtain and install at its own cost such equipment as the Supplier advises is required for the provision of the broadband services. 4.1 The Customer acknowledges that the Service known as ‘fraud monitor’ is not a fraud prevention system and does not prevent unauthorised access to the Customer Equipment, . It is the use of all Customer Materials and the use sole responsibility of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (h) keep setup and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities their own security independently of the Supplier and therefore the Supplier accepts no liability whatsoever for any costs incurred as a result of a breach of security. The Supplier reserves the right to invoice the Customer as set out in the Proposalfor any fraudulent activity made. 4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier completely and in full against all costs and losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with: a) any breach of the Customer’s obligations under the Contract; b) the death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer; c) Toll Fraud or other fraudulent activity; d) investigations into Toll Fraud or other fraudulent activity; e) any claims made by third parties because the Service is faulty or cannot be used by them where the Service is used for business purposes. The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to this condition 4. The Supplier recommends the Customer obtains professional security advice with regard to PBX, trunking or other equipment or resource. 4.4 If Xxxxx Xxxx'x the Supplier’s performance of any of its obligations under a the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the CustomerService until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance of any of its agents, subcontractors, consultants obligations to the extent the Customer Default prevents or employees then, without prejudice to delays the Supplier’s performance of any other right of its obligations; b) the Supplier shall not be liable for any costs or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations equal to as set out in this condition 4; and c) the delay caused Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the CustomerSupplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; (b) to provide at its own cost and expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; (c) not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; (d) not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; (e) not to use the Services or permit the Services to be used in any way which would constitute a violation or an infringement of the rights of any other party; (f) to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; (g) that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; (h) comply with the Supplier's and BT's reasonable safety and security requirements; (i) to procure that the Services are not used fraudulently or in connection with a criminal office or to make offence, indecent, menacing, nuisance or hoax Calls; (j) to co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer's employees where reasonably required; (bk) appoint a manager in respect of permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxxprovide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (gn) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents permissions, licenses, consents, registrations and legislation relate to the Customer's business, premises, staff and equipment, in all cases approvals which may be required before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisationCommencement Date; and (io) comply with be solely liable for any additional responsibilities costs arising as a result of Toll Fraud in the event the Customer opts out of the Customer as set out in the ProposalSupplier’s fraud monitoring service. 4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with: (a) any breach of the Customer’s obligations under the Contract; (b) the death of any of the Supplier's employees caused by the negligence or wilful misconduct of the Customer; (c) subject to condition 4.1(o), Toll Fraud; and (d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes. 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to c ondition 4.3. 4.5 If Xxxxx Xxxx'x the Supplier's performance of any of its obligations under a the Contract is prevented or delayed by any act or omission of by the Customer, its agents, subcontractors, consultants Customer or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time failure by the Customer to perform any relevant obligation (Customer Default): (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of all or any the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance of any of its obligations equal to the delay caused extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the CustomerCustomer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this condition 4; and (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 (a) The Customer shallwarrants that it is the authorised agent of the person owning (or having an interest in) the Goods and enters into the Agreement as authorised agent of that person and further warrants and agrees that it will, and will procure that its Associates: (ai) co-operate with Xxxxx Xxxx incorporate an effective ‘Himalaya clause’ in all matters relating respect of a Bill of Lading under which the Goods are consigned: A. pursuant to which Xxxxxxx and its Associates have, as against any other party, the benefit of every exemption, limitation, condition, liberty, right, defence and immunity contained in that Bill of Lading; and B. the benefit of which is deemed to apply to Xxxxxxx and its Associates from the time at which the Goods are received at the Port (whether for loading or discharge) irrespective of whether the Bill of Lading was issued prior to the arrival of the Goods; (ii) provide Xxxxxxx in a timely manner with any such information as is reasonably required for the efficient conduct of the provision of the Terminal Services; (biii) appoint a manager comply with all applicable laws, statutes and regulations in respect force from time to time including the Modern Slavery Act 2018 (Cth) and all other applicable laws, regulations and rules related to modern slavery, and shall provide Xxxxxxx with all necessary assistance, information and documentation to enable Xxxxxxx to comply with, and to verify the Customer’s compliance with, such laws; (iv) comply with any policies or procedures of the Services Xxxxxxx relating to be performed as identified safety and security in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant provision of Terminal Services (including by signing Change Ordersas notified from time to time); (cv) allow Xxxxx Xxxxprovide properly maintained vessels, its agentsequipment and machinery, subcontractors, consultants and employees access adequately trained crew sufficient to perform the Customer premises, office accommodation, data vessel operation in accordance with applicable laws and other facilities as required by Xxxxx Xxxx at no chargemight be necessary to perform the Terminal Services; (dvi) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by ensure that the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services vessel operation is carried out in a timely safe and workmanlike manner with due and ensure that they are accurate proper diligence, skill and completeexpedition; (evii) inform Xxxxx Xxxx comply with the Chain of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision Responsibility Laws in respect of the Services, it can only do so via the change control procedure set out in clause 6Goods; (fviii) to the extent that it is required to load or unload a vehicle or train under the Agreement, that all relevant equipment complies with all relevant safety standards and any persons involved in the loading or unloading will have the requisite skill, competence, knowledge and experience and will be appropriately licensed, accredited and certified; (ix) allow Xxxxxxx to obtain immediate access to any Commercial Document (as that term is defined in the Customs Act 1901 (Cth)) where Xxxxxxx is required to produce the Commercial Document at the request of a Government Agency; (x) ensure the Goods are accurately described in the relevant delivery order and all relevant instructions in relation to their handling, care and control will be provided to Xxxxxxx; (xi) ensure the Goods are safely packed, secured and clearly identified and labelled when presented to Xxxxxxx; (xii) ensure the packaging, identification, labelling and handling of the Goods, and any documentation and instructions pertaining to the Goods or the handling of the Goods, comply with all applicable laws, regulations and standards; (xiii) ensure the weight and dimensions of the Container (including the weight of the Goods) which is specified in the documentation is accurate; (xiv) ensure that any Dangerous Goods or Temperature Controlled Goods will only be tendered in compliance with the Dangerous Goods Protocol and/or the Temperature Controlled Goods Protocol, as applicable; (xv) ensure that no spills of a Contaminant occur in any location in which the Terminal Services are being carried out; (xvi) enforce controls at the Customer’s vessel gangway in accordance with applicable law, including but not limited to the ISPS Code; and (b) The Customer shall ensure that vessels to which Xxxxxxx provides Terminal Services under the Agreement are compliant with all the Customer Equipment is relevant regulations, including but not limited to valid Australian marine orders, and are fitted with functional cell guides in good working order and suitable for the purposes for condition and either auto or semi-automatic twist-locks which it is used and conforms are homogenous to all applicable law, regulations, standards or requirements;each vessel. (gc) obtain and maintain all necessary licences and consents and comply In the event where the vessel is non-compliant with all Australian marine orders or relevant legislation as required regulations or presents in a manner which is considered by Xxxxxxx to enable Xxxxx Xxxx be unsafe to provide the Services, including in relation to the installation of Supplier Equipmentwork, the use of all Customer Materials and will upon Xxxxxxx’s request vacate the use of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of the Customer as set out in the Proposalberth without undue delay. 4.2 If Xxxxx Xxxx'x performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

Customer Obligations. 4.1 The Customer shall: (a) provide the Supplier with: (i) all necessary co-operate operation in relation to this Contract; and (ii) all information and materials (and access to such information and materials); as may be required by the Supplier in order to provide the Services and the Customer shall ensure that any information as may be required by the Supplier (in accordance with Xxxxx Xxxx paragraph 4(a)(ii) or otherwise) is complete and accurate in all matters relating to the Servicesmaterial respects; (b) appoint a manager in without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect of to its activities under the Services to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)Contract; (c) allow Xxxxx Xxxx, its agents, subcontractors, consultants carry out all Customer responsibilities set out in the Contract in a timely and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargeefficient manner; (d) provide the Supplier, its employees, agents, consultants and sub- contractors, with access to Xxxxx Xxxx the Customer’s Premises, office accommodation and other facilities as reasonably required by the Supplier; (e) obtain and shall maintain all documentsnecessary licences, informationconsents, items and materials permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services; (f) keep the Hardware and all other materials, equipment, documents and other property of the Supplier (the Supplier Materials) at the Customer’s Premises in any form safe custody at its own risk, maintain the Hardware and Supplier Materials in good condition until returned to the Supplier, insure the Hardware and Supplier Materials against fire, theft or malicious damage and not dispose of or use the Hardware or Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; (whether owned by g) where the Hardware suffers damage or default, notify the Supplier immediately and, where such damage or default arises due to the acts or omissions of the Customer or a third party) , the Customer shall reimburse the Supplier for the cost of any required under repair or replacement of the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with Hardware, including but not limited to mileage costs at 45p per mile and the Services in a timely manner and ensure that they are accurate and complete; (e) inform Xxxxx Xxxx costs of all health and safety and security requirements that apply labour at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision rate of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start£500 per day per person; (h) keep ensure that its network and maintain systems comply with the relevant specifications set out in the XXXX or as provided by the Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time time; (i) maintain the confidentiality of security access information (including but not limited to usernames and passwords) and immediately Baltic Place East Tower, South Shore Road, Gateshead, United Kingdom, NE8 3AE +00 (0)0 000 000 000 | xxxxxxx@xxxxxxxx.xxxxxxxx notify the Supplier of any unauthorised use of the XxxxxXXX.Xxxx Software or Website; (j) comply with the Conditions, Scope of Services and XXXX in all respects; (k) not dispose access, store, distribute or transmit any Viruses, or any material during the course of its use of the XxxxxXXX.Xxxx Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or use racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property, and the Supplier Equipment reserves the right, without liability or prejudice to its other than rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this paragraph; (l) be, to the extent permitted by law and except as otherwise expressly provided in accordance with Xxxxx Xxxx'x written instructions the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or authorisationdamage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet; and (im) comply by the dates agreed with any additional responsibilities the Supplier (or where there is no such agreement within a reasonable time of the Supplier’s request), undertake and complete any works or actions as may be required by the Supplier to ensure the proper preparation of the Premises and any Customer Infrastructure, and the implementation of all network connections, telecommunications links, internet connection, power, and health and safety measures (including, if appropriate, a shutdown of all or part of the Premises) necessary for the provision of the Services at the Premises, and/or any other works or actions that may be identified by the Supplier as set out in being reasonable and necessary for the Proposalprovision of the Services at the Premises. 4.2 The Customer shall not use the XxxxxXXX.Xxxx Services, Software or Website in any way that would in the Supplier’s reasonable opinion materially affect the use of or access to the XxxxxXXX.Xxxx Services, Software or Website of any other user of the XxxxxXXX.Xxxx Services, or would lead to the Supplier incurring additional charges from its own third party suppliers. Where the Supplier deems that the Customer is using the XxxxxXXX.Xxxx Services, Software or Website in such a way, the Supplier may at its sole option: (a) limit or manage the Customer’s use of, or access to, the XxxxxXXX.Xxxx Services; and/or (b) amend the XxxxxXXX.Xxxx Services, (including without limitation, transmission speed or access rate). 4.3 If Xxxxx Xxxx'x the Supplier’s performance of any of its obligations under a the Contract is prevented or delayed by any act or omission of by the Customer, its agents, subcontractors, consultants Customer or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time failure by the Customer to perform its obligations equal to the delay caused by the Customer.any relevant obligation (Customer Default):

Customer Obligations. 4.1 The Customer shall:: Inciper (a) reasonably co-operate with Xxxxx Xxxx Inciper in all matters relating to the Services and appoint the Customer Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services; (b) appoint a manager comply with the technical and operational requirements set out in respect the Statement of Work to enable Inciper to provide the Services and the Customer acknowledges that Inciper shall not be liable for any delays in performing any of the Services to be performed which are as identified in a result of the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)Customer’s non-compliance with this clause; (c) allow Xxxxx Xxxxprovide, for Inciper, its agents, subcontractors, consultants and employees employees, in a timely manner and at no charge, access to the Customer Customer’s premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargereasonably required; (d) provide to Xxxxx Xxxx all documentsprovide, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services in a timely manner manner, such documents information and materials as Inciper may reasonably require, and ensure that they are it is accurate and completein all material respects; (e) inform Xxxxx Xxxx Inciper of all Customer health and safety rules (other than those health and safety rules and regulations imposed by operation of the law) and any other reasonable security requirements that apply at the Customer Customer's premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment acquire an appropriate licence for any third-party software or IPR which is in good working order and suitable required for the purposes for which it is used and conforms to all applicable law, regulations, standards use of the Generic Software or requirementsBespoke Software as notified by Inciper in writing; (g) obtain and maintain provide all such assistance as is reasonably necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx Inciper to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials Services and the use of the Customer Equipment insofar meet any project milestones and shall sign off any project milestones as such licences, consents soon as reasonably practical and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with without any additional responsibilities of the Customer as set out in the Proposalundue delay. 4.2 If Xxxxx Xxxx'x Inciper’s performance of its obligations under a Contract this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees thenwhich would reasonably prevent or cause a delay, without prejudice to Inciper shall not be liable for any other right costs, charges or remedy it may have, Xxxxx Xxxx losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay. 4.3 The Customer shall be allowed an extension not at any time from the date of time to perform its obligations equal this Agreement to the delay caused by expiry of 12 months after the Customerlast date of supply of the Services, solicit or entice away from Inciper or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Inciper in the provision of the Services.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) to prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; (b) to provide at its own cost and expense a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; (c) not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; (d) not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; (e) not to use the Services or permit the Services to be used in any way which would constitute a violation or an infringement of the rights of any other party; (f) to maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; (g) that following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; (h) comply with the Supplier's and BT's reasonable safety and security requirements; (i) to procure that the Services are not used fraudulently or in connection with a criminal office or to make offence, indecent, menacing, nuisance or hoax Calls; (j) to co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer's employees where reasonably required; (bk) appoint a manager in respect of permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxxprovide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (gn) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents permissions, licenses, consents, registrations and legislation relate to the Customer's business, premises, staff and equipment, in all cases approvals which may be require d before the date on which the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisationCommencement Date; and (io) comply with be solely liable for any additional responsibilities costs arising as a result of Toll Fraud in the event the Customer opts out of the Customer as set out in the ProposalSupplier’s fraud monitoring service. 4.2 Should the Supplier or BT be required to cross any land belonging to any party other than the Customer or to put BT Equipment on any property which does not belong to the Customer (for example a neighbour or a landlord), the Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all costs and losses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the Supplier as a result of or in connection with: (a) any breach of the Customer’s obligations under the Contract; (b) the death of any of the Supplier's employees caused by the negligence or wilful misconduct of the Customer; (c) subject to condition 4.1(o), Toll Fraud; and (d) any claims made by third parties because the Services are faulty or cannot be used by them where the Services are used for business purposes. 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to condition 4.3. 4.5 If Xxxxx Xxxx'x call traffic falls significantly below the norm for 30 days or more, the Supplier reserves the right to invoice the shortfall and/or raise termination charges based upon the average of the preceding 3 months’ full billing. 4.6 If the Supplier's performance of any of its obligations under a the Contract is prevented or delayed by any act or omission of by the Customer, its agents, subcontractors, consultants Customer or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time failure by the Customer to perform any relevant obligation (Customer Default): (a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of all or any the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance of any of its obligations equal to the delay caused extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the CustomerCustomer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this condition 4; and (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Customer Obligations. 4.1 7.1 The Customer shall: (a) provide Tapply with: i. all necessary co-operate with Xxxxx Xxxx operation in relation to the Agreement; and ii. such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information as Tapply may reasonably require in order to provide the Services, including but not limited to security access information and configuration services, and ensure all information is complete, true and accurate in all matters relating to the Servicesmaterial respects; (b) appoint a manager in respect of the Services to be performed as identified in the Proposal. That person representative, who shall have the authority contractually to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)Agreement; (c) allow Xxxxx Xxxx, make available such Customer staff and applicable sub-contractors or suppliers (if any) as may be required for Tapply to comply with its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no chargeobligations hereunder; (d) provide to Xxxxx Xxxx carry out all documents, information, items and materials Customer responsibilities set out in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services Agreement in a timely manner and ensure that they are accurate and completeefficient manner; (e) inform Xxxxx Xxxx of all health ensure that Users use the Software and safety and security requirements that apply at the Documentation in accordance with the Agreement (the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6accepting responsibility for breach by any User(s); (f) ensure that obtain and maintain all Customer licences, consents, and permissions necessary for Tapply, its contractors and agents to perform their obligations under the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirementsAgreement; (g) obtain be solely responsible for the accuracy, reliability, and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation quality of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to startData; (h) keep be responsible for procuring and maintain Supplier Equipment maintaining its network connections and telecommunications links and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; (i) be responsible for the management and configuration of the Software, including (without limitation) any sharing or collaboration facility if permitted under the terms of the Licence, in good condition full knowledge and acceptance of the fact that such facilities could cause Your data, including (without limitation) confidential information, to be disclosed to unintended third parties or to the public. Once external sharing features of the Software are enabled, data is made publically available in accordance with Xxxxx Xxxx'x instructions from time a way that third parties could gain access to time and not dispose of Your information by guessing or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisationprogrammatically attempting to construct the external sharing URLs; and (ij) comply with any additional responsibilities of all applicable laws and regulations with respect to its activities under the Customer as set out in the ProposalAgreement. 4.2 If Xxxxx Xxxx'x performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time 7.2 The Customer acknowledges that Tapply’s ability to perform its obligations equal hereunder depends on the Customer satisfactorily complying with the obligations stated in this Agreement and that should the Customer delay or fail to perform any such obligations then Tapply will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure. 7.3 The Customer shall not access, store, distribute or transmit any unauthorised code, such as a virus, Trojan horse, worm or any software routine or hardware component designed to permit, either automatically or through externally applied controls, unauthorised access or use to disable, erase, or otherwise harm software, hardware, or data (together ‘Contaminants’) and will ensure that it does not, and that Customer personnel do not, introduce such Contaminants into the delay caused by Software or the Documentation and where it detects the same, shall promptly notify Tapply of any such Contaminant issues (including, without limitation, any ransomware attacks) it experiences during the term of the Agreement and provide Tapply with all assistance reasonably required in connection with the said issues. Tapply reserves the right, without liability and without prejudice to its other rights, to disable the Customer's access to any material that breaches the provisions of this clause.

Customer Obligations. 4.1 The Customer shallagrees and undertakes: (a) To prepare its Premises according to any instructions issued by the Supplier or BT, and to provide BT with reasonable access to the Premises; b) To provide at its own cost and expense, a suitable location and appropriate conditions for BT Equipment including, where necessary, a continuous mains electricity supply and connection points; c) Not to contravene the Telecommunications Xxx 0000 or any relevant regulations or licences; d) Not to use the Services or permit the Services to be used for the transmission of any material which is intended to be defamatory, offensive, abusive or menacing in character; e) Not to use the Services or permit the Service to be used in any way which would constitute a violation or an infringement of the rights of any other party; f) To maintain its telecommunications apparatus at all times in good working order in conformation with the relevant standards; g) That following completion of any work carried out by BT, the Customer is responsible for returning all items back to their original position and for any re-decorating which may be required as a result of the work; h) Comply with the Supplier’s and BT’s reasonable safety and security requirements; i) To procure that the Services are not used fraudulently or in connection with a criminal offence or to make offensive, indecent, menacing, nuisance or hoax calls; j) To co-operate with Xxxxx Xxxx the Supplier in all matters relating to the ServicesServices and provide the Supplier with assistance from the Customer’s employees where reasonably required; (bk) appoint a manager in respect of Permit or procure permission for the Services Supplier to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders)freely and safely access its premises and service connection points; (cl) allow Xxxxx Xxxx, its agents, subcontractors, consultants Provide the Supplier with such information and employees access materials as the Supplier may reasonably require in order to supply the Customer premises, office accommodation, data Services; and other facilities as required by Xxxxx Xxxx at no chargeensure that such information is accurate in all material respects; (dm) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with Use the Services in a timely manner and ensure that they are accurate and completeaccordance with such instructions/conditions as may be notified in writing by the Supplier from time to time; (en) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6; (f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements; (g) obtain Obtain and maintain all necessary licences licenses , permissions, consents, registrations and consents and comply with all relevant legislation approvals which may be required before the Commencement Date; and o) Be solely liable for any costs arising as a result of Toll Fraud in the event the Customer opts out of the Supplier’s fraud monitoring service for Line Rental Services. 4.2 Should the Supplier or BT be required to enable Xxxxx Xxxx cross any land belonging to provide any party other than the Services, including in relation Customer or to put BT Equipment on any property which does not belong to the installation of Supplier EquipmentCustomer (for example a neighbour or a landlord), the use Customer will obtain the prior written permission of such party. 4.3 The Customer shall indemnify and keep indemnified the Supplier in full against all Customer Materials costs and loses (including loss of liabilities, damages, claims, charges, damage to property, call costs charged by BT or others and expenses) incurred by the use Supplier as a result of or in connection with; a) Any breach of the Customer Equipment insofar as such licences, consents and legislation relate to Customer’s obligations under the Contract; b) The death of any of the Supplier’s employees caused by the negligence or wilful misconduct of the Customer's business, premises, staff and equipment, in all cases before the date on which ; c) Subject to condition 4.1o) Toll Fraud; and d) any claims made by third parties because the Services are to start; (h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and faulty or cannot dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and (i) comply with any additional responsibilities of be used by them where the Customer as set out in the ProposalServices are used for business purposes. 4.2 4.4 The Customer shall reimburse the Supplier on written demand for any such costs and losses sustained by the Supplier pursuant to conditions 4.3 4.5 If Xxxxx Xxxx'x the Supplier’s performance or any of its obligations under a the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default); a) The supplier shall, without limiting its other rights or remedies, have the right to suspend performance of all, or any of the CustomerServices until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from performance or any of its agents, subcontractors, consultants obligations to the extent the Customer Default prevents or employees then, without prejudice to delays the Supplier’s performance or any other right of its obligations. b) The Supplier shall not be liable for any costs or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations equal to as set out in this condition 4; and c) the delay caused Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the CustomerSupplier arising directly or indirectly from the Customer Default.