Provision of Services. 10.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement. 10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement. 10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us. 10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement. 10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby. 10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services. 10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed. 10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement. 10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates. 10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 9 contracts
Samples: Terms of Business, Terms of Business, Terms of Business
Provision of Services. 10.19.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.29.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.49.3. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.59.4. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-pre- condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.69.5. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.79.6. We are entitled to request obtain professional advice or services in connection to the Agreement at any time when where we reasonably believe such advice or services may reasonably be requiredare required or appropriate. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.89.7. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.99.8. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.109.9. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 7 contracts
Samples: Terms of Business, Terms of Business, Terms of Business
Provision of Services. 10.17.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.27.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.47.3. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.57.4. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.67.5. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.77.6. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.87.7. You undertake forthwith to inform us of any matters that might affect our ability and our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the AgreementAgreement and the Services.
10.97.8. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.107.9. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
7.10. We reserve the right to cease offering or withdraw any form of service without prior notice, in such circumstances the Services conflict with regulation or internal policy.
Appears in 6 contracts
Samples: Terms of Business, Terms of Business, Terms of Business
Provision of Services. 10.1(a) We shall provide and you shall use the Services and Equipment subject to the terms of this Agreement, your acceptance of which is acknowledged upon you ordering of the Services or the ongoing use of the Services.
(b) We will provide the Services to you from the date we activate them and will continue to do so until such time as this Agreement is terminated properly.
(c) By way of use of the Services, you acknowledge that our Services are recognised as that of a "mere conduit" as we do not have any impact upon information carried by our Services over the internet. You therefore represent, warrant and undertake that all information originated, carried and/or routed or received by and on your behalf over our Services is your total responsibility.
(d) In giving supplying the Services to you we will use reasonable skill and care but are unable to guarantee fault free performance. You acknowledge that we cannot be held responsible for unforeseen interruptions, non-availability from outages or deterioration of the Services that are the sole responsibility of the Network Provider.
(e) If you become aware that you have a fault you should notify us instructions at the earliest opportunity. During the period of any fault you remain liable to pay all Charges that apply from the time that you notify us of a fault through to diagnosis and rectification, even if you are unable to access the Services.
(f) We have the right to change or suspend the Services where we reasonably determine that any technical modification or change is necessary to support, maintain or improve the Services which we provide to you. We will publish particulars of any material changes to the Services (including the relevant dates) online through our website or other accessible channels as soon as, or if reasonably practical, prior to the changes being introduced.
(g) We are not responsible if you are unable to access the Services due to any Customer Equipment that is not correctly set-up or is incompatible with our Equipment. It is your responsibility to ensure that any wireless equipment or devices that you have not purchased from us that you use to access the internet via our Equipment is properly configured to work with our Equipment. It is your responsibility to ensure your Customer Equipment is maintained and in working order. We shall not be held liable for any pre- existing defect on, or incompatibility with, your computer hardware or software.
(h) If you change the address or location at which you require the Services, we will endeavor, but will be under no obligation, to provide you with the Agreement Services at your new address. You will still be liable to pay all Charges in relation to the Minimum Period. You must give us 30 days written notice if you hereby appoint want us to relocate your Service to your new address. Where we agree to provide the Services according to all terms and conditions set out in the Agreement.
10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individualyour new address, you shall be entitled to are responsible for paying us for the shares as joint tenants with rights de- installation and re-installation of survivorship unless it is otherwise provided to the contrary by you in Writing to usyour Equipment at our published rates.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 5 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Provision of Services. 10.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third third-party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-pre- condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request obtain professional advice or services in connection to the Agreement at any time when where we reasonably believe such advice or services may reasonably be requiredare required or appropriate. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 5 contracts
Samples: Terms of Business, Terms of Business, Terms of Business
Provision of Services. 10.17.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.27.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.47.3. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.57.4. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-pre- condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.67.5. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.77.6. We are entitled to request obtain professional advice or services in connection to the Agreement at any time when where we reasonably believe such advice or services may reasonably be requiredare required or appropriate. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.87.7. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.97.8. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.107.9. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 2 contracts
Samples: Terms of Business, Terms of Business
Provision of Services. 10.19.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.29.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.49.3. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.59.4. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.69.5. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.79.6. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.89.7. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.99.8. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.109.9. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
9.10. We reserve the right to cease offering or withdraw any form of service without prior notice, in such circumstances the Services conflict with regulation or internal policy.
Appears in 2 contracts
Samples: Terms of Business, Terms of Business
Provision of Services. 10.1. In giving us instructions under 2.1 We agree to supply and you agree to acquire the Agreement you hereby appoint us to provide the Services according to all Service on these General Terms and Conditions and any specific terms and conditions set out in the Agreementrelevant Service Description.
10.22.2 You acknowledge that:
(a) we may provide the Service using a combination of:
(i) the AINS network and AINS owned facilities; and
(ii) any extended access tails or network or facility supplied by an Other Supplier (including international terrestrial or satellite links) used to complete supply of the Service to you; and
(b) you have relied on your own judgement to evaluate the suitability of the Service for the purpose for which you require the Service.
2.3 We will use reasonable endeavours to meet your Requested Delivery Date for initial supply of the Service to you but we do not represent or warrant that we will deliver the Service by that date.
2.4 You acknowledge and agree that before commencing supply of the Service we may, as reasonably determined by us, need to modify or install equipment and make arrangements with Other Suppliers for the provision of the Service.
2.5 You may at any time request in writing a Variation to the Service but we will be under no obligation to vary the Service unless and until we accept such request. When Such Variations will be charged at the Letter rates notified to you by us at the time. We may also vary or update the Minimum Term which applies to the varied Service. Unless otherwise agreed in writing by the parties, the Minimum Term applicable to the varied Service will be amended to commence on the earlier of:
(a) the date on which we first notify you that the varied Service is ready for use; and
(b) the date on which you first use the varied Service.
2.6 You must comply with any reasonable instructions given by us, and provide all information and assistance reasonably required by us, in order to enable us to comply with any request or direction of Engagement is executed by youa government agency, we hereby agree to emergency services organisation or other competent authority for reasons of health, safety or the quality of the Service.
2.7 If you re-supply the Services to an end user you according to agree that you will be responsible for receiving from and responding to, the Agreement.
10.3. In end user directly in relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, fault reports and other distributions complaints or enquiries about the Services. You are solely responsible for billing, invoicing and collecting payments from that end user in respect of the shares shall belong to (Services and you will be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to liable for the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests Services regardless of the parties involved or we may decline extent to act. Such instructions or advice which you are able to recover charges from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused therebythe end user.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 1 contract
Provision of Services. 10.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
. Registered address: The Hub • Sant’Andrija • San Gwann • SGN 1612 • Malta • t: +00 (0)0000 000000 • e: xxxxxxxxx@xxxxxxxxxxxxxx.xxx • w: xxx.xxxxxxxxxxxxxx.xxx 10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 1 contract
Samples: Terms of Business
Provision of Services. 10.1. In giving us instructions under 2.1 We agree to supply and you agree to acquire the Agreement you hereby appoint us to provide the Services according to all Service on these General Terms and Conditions and any specific terms and conditions set out in the Agreementrelevant Service Description.
10.22.2 You acknowledge that:
(a) we may provide the Service using a combination of:
(i) the ACURUS network and ACURUS owned facilities; and
(ii) any extended access tails or network or facility supplied by an Other Supplier (including international terrestrial or satellite links) used to complete supply of the Service to you; and
(b) you have relied on your own judgement to evaluate the suitability of the Service for the purpose for which you require the Service.
2.3 We will use reasonable endeavours to meet your Requested Delivery Date for initial supply of the Service to you but we do not represent or warrant that we will deliver the Service by that date.
2.4 You acknowledge and agree that before commencing supply of the Service we may, as reasonably determined by us, need to modify or install equipment and make arrangements with Other Suppliers for the provision of the Service.
2.5 You may at any time request in writing a Variation to the Service but we will be under no obligation to vary the Service unless and until we accept such request. When Such Variations will be charged at the Letter rates notified to you by us at the time. We may also vary or update the Minimum Term which applies to the varied Service. Unless otherwise agreed in writing by the parties, the Minimum Term applicable to the varied Service will be amended to commence on the earlier of:
(a) the date on which we first notify you that the varied Service is ready for use; and
(b) the date on which you first use the varied Service.
2.6 You must comply with any reasonable instructions given by us, and provide all information and assistance reasonably required by us, in order to enable us to comply with any request or direction of Engagement is executed by youa government agency, we hereby agree to emergency services organisation or other competent authority for reasons of health, safety or the quality of the Service.
2.7 If you re-supply the Services to an end user you according to agree that you will be responsible for receiving from and responding to, the Agreement.
10.3. In end user directly in relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, fault reports and other distributions complaints or enquiries about the Services. You are solely responsible for billing, invoicing and collecting payments from that end user in respect of the shares shall belong to (Services and you will be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to liable for the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests Services regardless of the parties involved or we may decline extent to act. Such instructions or advice which you are able to recover charges from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused therebythe end user.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the Agreement.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
Appears in 1 contract
Provision of Services. 10.12.1. In giving us instructions under the Agreement you hereby appoint us to provide We shall supply the Services according to all You during standard business days and hours applicable in the country where the services are to be provided, on the terms and conditions set out in the Agreement.
10.2, with the reasonable skill and care of a competent service provider in Our industry, profession, or trade and in a reasonably timely manner. When the Letter of Engagement is executed The duties and obligations owed by you, we hereby agree Us to supply the Services to you according You are owed solely to the AgreementYou.
10.32.2. In relation to any provision of Unless expressly agreed otherwise in writing, the Services relating We provide will be limited and restricted to sharesthose which are detailed in the Letter of Engagement
2.3. You may, we agree to deal with the shares at your own risk, give Us: (i) oral instructions in person; (ii) instructions by way of transfer, charge, pledge telephone; (iii) instructions by Zoom or other disposition and in Microsoft Teams; (iv) or by such other manner electronic means of communication as you may be agreed by both Parties from time to time direct time, but in Writing each case, such instructions must be properly communicated to Us, and confirmed to Us, in writing (including exercising any voting powers attaching thereto as directed by letter or email) and until such instructions or requests are confirmed to Us in Writing by you)writing We reserve the right to not carry out the instruction. We agree shall not be liable for any loss arising because of acting on oral instructions or refraining from acting on an oral instruction that all dividends, and other distributions is not confirmed in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to uswriting.
10.42.4. We are expressly authorised by youauthorised, in rendering providing the Services, Services to act on and rely upon the instructions communications or any professional advice received by you, from You or any person we bona fide We genuinely believe to be duly authorised by you, You in all matters concerning You and Your business.
2.5. We reserve the right to make any changes to the Services, which are necessary to comply with any Applicable Law and We will notify You if this is necessary.
2.6. We will use all reasonable endeavours to complete the provision of the Services within the time agreed or as set out in the Letter of Engagement, subject to: (i) delays as a result of governmental authorities and departments; (ii) failure on Your part to provide the necessary documents, information, instructions or funds; or (iii) delays due to any cause beyond Our reasonable control. Notwithstanding the above, both Parties agree that time shall not be of the essence with regards to the Agreement.
10.52.7. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.6. Notwithstanding the foregoing, we and our Officers We may, at any time, do or refrain from doing any an act if we shall, We in our Our absolute discretion, consider it proper to do so in connection with our Our duties to You, or the laws in order to comply with Applicable Laws or industry guidance of any country having jurisdiction over the ServicesYou and/or Us; including, in particular (but without limitation) AML/CFT/CPF Legislation and data protection law.
10.72.8. We are entitled to request professional advice or services in connection to the Agreement may, at any time when such advice time, do or services may reasonably be required. The costs refrain from doing an act if We, in Our absolute discretion, consider that it will expose Us or any of the professional advice Our employees to any risk of civil or services criminal liability or prosecution in this regard shall be borne by you any jurisdiction, or as otherwise agreedresult in damage to Our reputation or good standing.
10.82.9. We reserve the right to suspend or refuse to provide any Services where:
2.9.1. You, or any person associated with You have failed to provide any documentation or information reasonably requested by Us; or
2.9.2. We have enquired into any transaction for purposes such as, but not limited to, the prevention of fraud or crime and have not received such information or explanation as We believe to be necessary in the circumstances; or
2.9.3. We suspect that You, or any person associated to You possesses the proceeds of crime; or
2.9.4. doing or refraining from doing anything may, in Our sole opinion, conflict with an entity's constitutional documents; or
2.9.5. any requirements of Our internal procedures or compliance controls are not satisfied to Our reasonable satisfaction; or
2.9.6. it is in Our interest or Your interest to do so; or
2.9.7. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs are in breach of the Agreement.
10.92.10. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue The extent of the Agreement Services can be liable varied from time to account time. Where You request Us, and We agree, to you provide additional Services, We will (where practicable) provide an updated fee schedule and Services schedule to You. Where this is not practicable, You agree that We may charge Fees for any profit which may accrue these additional Services based on the prevailing fee schedule and Services schedule or such Fees as We communicate to us, or by virtue ofYou from time to time.
2.11. In the event that We have had no correspondence with the Principal, any transaction entered into between us beneficiary or other person with whom We correspond in relation to the provision of the Services for a period of 6 months, and the parties cannot be located after a further 6 (six) months of reasonable enquiries, We shall consider that our affiliates.
10.10Services and the relevant managed client entity are no longer required. We shall continue to make reasonable enquiries to locate the parties for a further 6 (six) months and if they cannot be located, We may at Our absolute discretion seek to liquidate, dissolve or cause the closure of the relevant managed client entity for which additional fees will be payable. Throughout the above process We are obligated to continue to provide Services and therefore the Fees shall continue to apply even though the Principal, any beneficiary or other party may not advise you be deriving benefit from the managed client entity. Where any funds are held by the managed client entity, We will use these to use the services or recommend settle our Fees and additional fees that may arise. Should there be any balance We will pay these funds to a product charity of a third party who is an associate of ours without disclosing that relationship to youOur choice.
Appears in 1 contract
Samples: Terms of Business
Provision of Services. 10.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement.
10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement.
10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us.
10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement.
10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby.
10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services.
10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed.
10.8. You undertake forthwith to inform us of any matters that might affect our ability and our willingness to provide, or continue to provide, any of the Services or any matter that is material to the management or affairs of the AgreementAgreement and the Services.
10.9. Nothing within the Agreement shall be deemed to constitute a partnership between us and you other than as expressly provided for and neither we nor any person affiliated with us shall, by virtue of the Agreement be liable to account to you for any profit which may accrue to us, or by virtue of, any transaction entered into between us or our affiliates.
10.10. We will not advise you to use the services or recommend a product of a third party who is an associate of ours without disclosing that relationship to you.
10.11. We reserve the right to cease offering or withdraw any form of service without prior notice, in such circumstances the Services conflict with regulation or internal policy.
Appears in 1 contract
Samples: Terms of Business