Without prejudice to the generality of Clause 1.2, the Service Provider shall:
1.3.1 take appropriate technical and organisational security measures, that are satisfactory to the Authority from time to time, against unauthorised or unlawful Processing of Authority Personal Data and against accidental loss, destruction of, or damage to such Personal Data;
1.3.2 without prejudice to Clause 1.3.1, wherever the Service Provider uses any mobile or portable device for the transmission or storage of Authority Personal Data, ensure that each such device encrypts Authority Personal Data;
1.3.3 provide the Authority with such information as the Authority may from time to time require to satisfy itself of compliance by the Service Provider (and/or any authorised sub-contractor) with Clause 1.3.1 and 1.3.2;
1.3.4 co-operate with the Authority in complying with any subject access request made by any Data Subject pursuant to the DPA and/or responding to any enquiry made or investigation or assessment of Processing initiated by the Information Commissioner in respect of any Authority Personal Data;
1.3.5 when notified by the Authority, comply with any agreement between the Authority and any Data Subject in relation to any Processing which causes or is likely to cause substantial and unwarranted damage or distress to such Data Subject, or any court order requiring the rectification, blocking, erasure or destruction of any Authority Personal Data;
1.3.6 take reasonable steps to ensure the reliability of personnel having access to Authority Personal Data and to ensure that such personnel are fully aware of the measures to be taken and the Service Provider’s obligations under this Clause 1 when Processing Authority Personal Data; and
1.3.7 not Process any Authority Personal Data outside the European Economic Area (or any country deemed adequate by the Commission pursuant to Article 25(6) Directive 95/46/EC) without the Authority’s prior written consent (which consent may be subject to additional conditions imposed by the Authority).
Without prejudice to the generality of Clause A9 of this Agreement, the following events shall additionally be considered to be a “Default” for the purposes of these CFD Terms:
(a) if UOBKH has reasonable concerns that the Client does not have a sufficient understanding of the nature of, or the risks of, CFD trading;
(b) if on a xxxx-to-market basis, the amount of funds that the Client holds at any time with UOBKH as Margin falls to less than the specified level of Margin that would be required to support all open CFD positions calculated at such time for such CFD product, as may be specified by UOBKH in the relevant CFD Product Information Sheet or otherwise notified by UOBKH from time to time;
(c) in the event that the Client, UOBKH or any third party (including, but not limited to a Hedge Counterparty (as defined under Clause E11.1)) with whom UOBKH has entered into contracts with in connection with carrying one or more Accounts for the Client in relation to trading in CFDs with the Client becomes (or confirms that it is) insolvent or unable to pay its debts as they fall due or becomes the subject of a bankruptcy, liquidation, receivership, judicial management, administration or other similar proceeding or a resolution is passed to effect the same or if such person enters into, or proposes to enter into, any scheme, arrangement or composition with its creditors generally or if a liquidator, receiver, judicial manager, administrator, custodian or trustee or other analogous officer is appointed over all or a material part of such person's assets; or
(d) such other action being taken or event occurring which adversely affects UOBKH’s ability to perform any of its obligations under these CFD Terms or any CFD Transaction.
Without prejudice to the generality of clause 20.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
20.4.1. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by the Data Protection Legislation to otherwise process that personal data;
20.4.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
20.4.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
20.4.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
20.4.4.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
20.4.4.2. the data subject has enforceable rights and effective legal remedies;
20.4.4.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
20.4.4.4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
20.4.5. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
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Without prejudice to the generality of Clause 4.1, the Executive Director shall during the term of this Agreement:-
(a) devote a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as an Executive Director of the Company and, where relevant, as a director of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the Group, in particular, the strategic planning, corporate management and business development of the Group;
(b) faithfully and diligently perform such duties and exercise such powers as are consistent with his office in relation to the Company and/or the Group;
(c) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the Board according to the best of his skills and ability;
(d) perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require provided the same are consistent with his office;
(e) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with his office in relation to the Company and/or the Group;
(f) act in accordance with his powers and obligations as an Executive Director of the Company and use his best endeavours to comply with and to cause the Company to comply with (a) this Agreement; (b) every rule or law applicable to any member of the Group, whether in the United States, Taiwan, the PRC, Hong Kong or elsewhere; (c) the Nasdaq Stock Market Rules; (d) the by-laws of the Company; (e) shareholders’ and board resolutions of the Company; (f) the Securities Act of 1933; and (g) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of any member of the Group.
Without prejudice to the generality of Clause 1.1, the parties warrant and represent that it they have obtained all and any necessary registrations, notifications and consents required by the Data Protection Legislation to Process Personal Data for the purposes of performing their obligations under this Agreement. The parties undertake at all times during the term of this Agreement to comply with the Data Protection Legislation (and the data protection principles contained therein) in Processing all Personal Data in connection with this Agreement and shall not perform its obligations under this Agreement in such a way as to cause the party to breach any of its applicable obligations under the Data Protection Legislation
Without prejudice to the generality of Clause 2.4, the Licensee shall make available at its own expense computer systems, sufficient hardware platforms, test streams, development tools and appropriate personnel to the extent necessary for Cabot to perform the Engineering Services. Licensee shall ensure that any Licensee computer systems shall be fully functional, accompanied by complete and accurate user documentation and that Licensee shall make technical support available in a timely manner as is reasonably required.
Without prejudice to the generality of Clause 5.1 it is declared that the Functions include:
5.2.1 the administration of Parking Schemes made by order of the County Council excluding the administration and collection of charges for Parking Permits. Huntingdonshire to have full access to the County Council Orders live permit database for enforcement and administration purposes. The County Council to ensure their IT system is to be compatible with the HDC chosen system by ensuring open API’s for key data points.
5.2.2 HDC would undertake enforcement of any such permit schemes within the terms of this agreement. Should the County Council introduce new permit or on street charging schemes subsequent to this agreement, the level of enforcement of these needs to be considered by the County Council through consultation with the Districts Parking Services, the District Council may consider the introduction of these would incur more costs for the Districts, for which the additional revenue costs may be recharged to the County.
5.2.3 the maintenance of pay and display equipment and the collection of charges for on- street parking and parking in the C o u n t y C o u n c i l Off-Street Assets in accordance with the County Council defined procedures. Should either the County Council or HDC revert to fully cashless parking this element of the agreement to be the subject of amendment by variation using supplements to this agreement.
5.2.4 the issuing of Penalty Charge Notices (PCNs) and the collection of Penalty Charges in both the Civil Enforcement Area and Special Enforcement Area in accordance with the County Council defined procedures as agreed with HDC. For clarity the Functions do not include the enforcement and administration of moving traffic contraventions;
5.2.5 the dealing with the representations correspondence and appeals arising from the issuing of PCNs in accordance with the County Council defined procedures as agreed with HDC within a joint enforcement policy;
5.2.6 provision of a competent IT system, chosen by HDC, to deal specifically with CPE, parking administration including the ability of the IT system to interact with all external parties required for the successful provision of the Functions.
5.2.7 the taking of steps to recover payments due, including instructing registered or certificated bailiffs (or enforcement agent). As all PCN, debt recovery income will be retained by HDC, then the recovery procedure will be a HDC procedure including the collection of European debt.
5.2.8 The...
Without prejudice to the generality of Clause 6.1, the Company shall assess the availability of Flexibility Services and the amount of Flexibility Services delivered from a Flexible Unit by reference to a Performance Report. The Provider shall submit to the Company a Performance Report by email or by any other method agreed by the Company (i) within seven (7) days following a request from the Company, and (ii) monthly during the Service Period, submitted no later than the tenth Business Day of the following month.
Without prejudice to the generality of Clause A5 of this Agreement, unless otherwise directed by UOBKH:
(a) the Client agrees to place the required Initial Margin with UOBKH before entering into any Transaction;
(b) the Client agrees to maintain sufficient Maintenance Margin at all times for its outstanding Transactions. If the Equity falls below the required Maintenance Margin, the Client agrees to transfer additional Margin to UOBKH whether or not a Margin Call has been made by UOBKH to restore the Equity to the required Initial Margin for the outstanding Transactions relating to the relevant Account;
(c) the Client acknowledges that in the event that the Equity falls below the Liquidation Level, UOBKH may and shall be fully entitled (but shall not be obliged) to close out some or all of the Transactions immediately, whether or not a Margin Call has been made;
(d) the Client acknowledges and agrees that it is the Client’s principal responsibility to monitor the Equity, Initial Margin and Maintenance Margin in and for its Account. All open positions of the Account shall be marked-to- market daily, or at more frequent intervals as UOBKH may determine in its sole discretion;
(e) any Margin Call made by UOBKH must be met by the Client on the same day by telegraphic transfer of funds to the bank account stipulated by UOBKH, or by the delivery of a bank guarantee issued by a Singapore-incorporated bank in the form required by UOBKH; and
(f) if UOBKH determines that additional Margin is required, the Client shall deposit with UOBKH such additional Margin immediately upon demand, and in any event not later than one hour after such demand, provided that, notwithstanding any such demand for additional Margin, UOBKH may at any time exercise its rights set out in Clauses A9 and D12.
Without prejudice to the generality of clause 6.1 above, in the event that the College believes that the resident has contracted an infectious disease, which it believes poses a health risk to other residents, the College may require the resident to move to alternative accommodation until they are satisfied that the risk has subsided.
