Customer’s Obligations. 8.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
8.2 If the Supplier's performance of any of its obligations in respect of the Services 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 Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the 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 Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; 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’s Obligations. The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be solely responsible for procuring and maintaining 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 damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Customer’s Obligations. 5.1. The Parties acknowledge and agree that the Customer has no obligation to provide the Supplier with work or any minimum transfer level. The Agreement shall not be deemed terminated as a result of any lack of work.
5.2. The Customer shall:
a) co-operate with the Supplier in all matters relating to the Works;
b) ensure that the Customer’s Manager has authority to contractually bind the Customer on all matters relating to the Works (including by signing Purchase Orders and Change Orders);
c) provide access to the Customer’s premises and data, and such office accommodation and other facilities as may reasonably be requested by the Supplier and agreed with the Customer in writing in advance for the purposes of the Works;
d) inform the Supplier of all health and safety and security requirements that apply at any of the Customer’s premises which the Supplier will require access to;
e) provide a Purchase Order to the Supplier for each transfer required by the Customer in accordance with Clause 3;
f) provide to the Supplier all documents, information, items and materials reasonably required under a Purchase Order; provide to the Supplier the relevant details of the Recipients in the agreed format (‘Payment Form’)
g) at the point of distribution on the day of the payment by the Supplier to the Recipients;
h) receive back from the Supplier on the day of payment, at the point of distribution, the Payment Form signed by all Recipients, to confirm payments made, with Recipient ID copies attached;
i) indemnify and keep indemnified the Supplier against the entirety of any and all losses suffered by the Supplier where such losses are caused by or arise from any failure of the Customer to comply with:
i. Applicable Laws or Mandatory Policies; and
ii. Customer's obligation to conduct due diligence checks against Sanctions Lists under Clause
5.3. In consideration of the provision of the Works by the Supplier, the Customer shall pay the Purchase Order Charge via bank transfer in accordance with Clause 8.
5.4. In relation to the Customer’s personnel, the Customer shall:
a) Use the following Key Personnel in the provision of the Works:
i. [insert name]
ii. [insert name]
iii. [insert name]
iv. [insert name]
b) ensure that the Customer’s Key Personnel have authority to contractually bind the Customer on all matters relating to the Works (including by signing Change Orders and Purchase Orders);
c) promptly inform the Supplier of the absence (or the anticipated absence), replace...
Customer’s Obligations. 6.1 The Customer shall:
a) provide Arrow with all necessary and timely cooperation in relation to this Agreement; including all necessary access to such information as may be reasonable required by Arrow to render the Services, including but not limited to, Customer personnel, premises and other facilities, security access information and Customer Data and documentation requested for the provision of the Services (and ensure that such information and data is materially accurate). In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Arrow may adjust any agreed timetable or delivery schedule
b) provide Arrow (and all Sub Contractors duly authorised by Arrow) with full, safe, and uninterrupted access including remote access to the Customer's premises, systems, facilities and the Software and Equipment as may be required for the purpose of performing the Service. Where Services are to be performed at any of the Customer's premises, the Customer shall provide adequate working space and office facilities (including Internet access) for use and be responsible for all Arrow equipment at any site and its use in accordance with any instructions and licence provided by Arrow (the Customer shall not add to, modify or in any way interfere with any Arrow equipment)
c) appoint a customer representative (Project Manager) who shall work with the Arrow delivery team and have the authority to contractually bind the Customer on matters relating to the Services
d) not make any changes to the System whatsoever, without Xxxxx's prior written consent not to be unreasonably withheld. All changes are subject to the Change Control Procedure detailed in clause 3.
e) be responsible for procuring any third-party cooperation (which for clarity shall exclude any third parties that Arrow uses or has introduced to the Customer) reasonably required for the receipt of Services and shall be responsible (at its own cost) for preparing the relevant Customer premises and ensuring that the Customer Tel: 0000 000 0000 Web: xxx.xxxxxxxxxxxxxxxxxxx.xx.xx 11 Infrastructure complies with the relevant specifications to use the Services provided by Arrow in the Proposal.
f) be entirely responsible for the use of the Services by any user, employee, or any other person to whom the Customer has given access to the Services, and any person who gains access to the Services because of the Customer's failure to use reasonable security. It is the Customer's respons...
Customer’s Obligations. (1) The Customer shall: (i) ensure that the Software is installed on designated equipment only; (ii) keep a complete and accurate record of the Customer's copying and disclosure of the Software and its users, and produce such record to Alaris on request from time to time; (iii) notify Alaris as soon as it becomes aware of any unauthorized use of the Software by any person; and (iv) pay, for broadening the scope of the licences granted under this Licence to cover the unauthorized use, an amount equal to the fees which Alaris would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
Customer’s Obligations. The Customer shall:
Customer’s Obligations. SPECIFIC ATTENTION IS DRAWN TO THIS CLAUSE
7.1 The Customer shall:
7.1.1 provide NetEDI with:
7.1.1.1 all necessary co-operation in relation to this Agreement including providing any assistance or information as may reasonably be required by NetEDI, including in relation to the diagnosis of any faults;
7.1.1.2 report faults promptly to NetEDI; and
7.1.1.3 keep backup of copies of all data, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
7.1.3 comply with all reasonable instructions and advice issued by NetEDI to it from time to time, including the Documentation;
7.1.4 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, NetEDI may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.5 ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of this Agreement;
7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for NetEDI, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
7.1.7 ensure that it allocates sufficient network, servers and systems and that they comply with any relevant specifications provided by NetEDI from time to time; and
7.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to NetEDI's data centres, and 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.
Customer’s Obligations. Save as otherwise expressly provided, the obligations of the Customer under the Agreement are obligations of the Customer in its capacity as a contracting counterparty and nothing in the Agreement shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under the Agreement (howsoever arising) on the part of the Customer to the Service Provider.
Customer’s Obligations. 6.1. The Customer shall provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services.
6.2. The Customer shall provide such necessary information for the provision of the Services as the Supplier may reasonably request.
Customer’s Obligations. The Customer:
(a) may take only the water the Customer is entitled to take under the Customer’s Allocation through the Customer’s Nominated Works;
(b) in taking water, must comply with:
(i) the approval under clause 10.4 including the configuration, specifications of and maximum diversion rate from the Customer’s Nominated Works;
(ii) this Agreement;
(iii) each State Direction; and
(iv) the SunWater Rules.
(c) must not, by any act or omission, cause SunWater to breach the Resources Operation Licence;
(d) must not take more than the Customer’s Maximum Delivery Volume, except as allowed by this Agreement or as a Statutory Right;
(e) where a system for the ordering of water is in place under the SunWater Rules:
(i) must take water only to the extent the Customer has complied with the ordering system;
(ii) must not take water at a rate or volume greater than the amount ordered;
(iii) must take reasonable measures to take all water that has been ordered by the Customer;
(iv) agrees that all water ordered will be accounted for under the water sharing rules administered under the Resource Operations Licence (that is, where the water sharing rules contain capacity sharing arrangements and provide for water accounting at the SunWater Works, water orders by the Customer will be used to determine water available to the Customer; where water sharing rules do not provide for water accounting at the SunWater Works, water meter readings will be used to determine water available to the Customer);
(f) must ensure that the Customer’s Nominated Works are appropriately positioned to take water under this Agreement, having regard to storage, bank and stream conditions;
(g) bears the risks of:
(i) destruction of or damage to the Customer’s Nominated Works from an Event of Force Majeure or resulting from SunWater’s releasing water, under this or any other agreement or the Resource Operations Licence;
(ii) Supply Water Losses;
(iii) the exercise of a Statutory Right; and
(iv) any action taken under a State Direction;
(h) during the Term must maintain in full force and effect and comply with the terms of:
(i) the Customer’s Allocation; and
(ii) the Customer’s Development Permit.