You will. 3.4.1 perform all your obligations under the Contract,
3.4.2 follow our reasonable instructions,
3.4.3 provide us with up-to-date information, cooperation, support, and access, at your cost, to enable us to perform our obligations under the Contract,
3.4.4 provide us with office, information technology, and telecommunications facilities (including full remote access), at your cost, to enable us to perform our obligations under the Contract,
3.4.5 supply on an ongoing basis, at your cost, all space, power supply access points, cables, trunking, electricity, air conditioning and any other facility as may be defined following the site survey required to receive the Installation Service and the Service, and
3.4.6 keep full and up-to-date secure backup copies of the data on the Network in accordance with good industry practice, and
3.4.7 comply with and maintain compliance with all such laws and regulations that relate to their provision of telecommunications and other products or services supplied by us.
You will. (a) provide us on request all information in your agent's possession or control of you or your agents as may be required to be filed or disclosed pursuant to Applicable Law, in each case regarding us, you, the Customer Documents or any Contract, Client Contract;
(b) file (within any applicable time periods) such reports, letters and other communications as may be required from time to time by any Regulatory Body relating to you or us, you, the Customer Documents, or any Contract, Client Contract; and
(c) send a copy of all such reports referred to in paragraph (b) above to us promptly upon such filing, and we may send a copy of the same to any relevant Exchange, Clearing House member or Broker.
You will. 13.1.1 keep full, proper and auditable records of the progress of the Project;
13.1.2 keep complete and accurate accounting records of all values required for the purposes of the Certificate of Delivery. These records shall differentiate between funds received pursuant to this Agreement and other monies received by you in relation to the Project;
13.1.3 maintain complete and accurate records of key milestones in the Project in accordance with the format set out in the Monthly Progress Return (or such other format as we may require, acting reasonably);
13.1.4 retain all Project records until 31 December 2034 (the “Retention Date”) or such later date as set out in the ESF requirements from time to time and published on xxxx://xxx.xxx.xxx.xx/esf/resources/guidance/ following which you may destroy the Project records. If this Agreement terminates earlier than the Project End Date, you must immediately deliver the Project records (or complete and accurate certified copies of them) to us unless otherwise advised by us;
13.1.5 without prejudice to clause 14, supply copies of all Project records to the Auditor on request;
13.1.6 without prejudice to clause 14, permit us, Sponsors, the Department of Work and Pensions and the Auditor (as defined at clause 14) at all reasonable times and on giving you reasonable notice to inspect the Project, any sites at which Project Activities are taking place and all Project records and take copies of them, as required;
13.1.7 comply fully with the reporting and evaluation requirements in Schedule 9; and
13.1.8 tell us where the records referred to in this clause are stored and tell us if there is any change to the location of where the records are stored.
You will. 16.1.1 comply with all applicable existing and future equal opportunities laws, regulations and guidance and GLA guidance in relation to race, nationality, ethnicity, disability, gender, sexual orientation, age, religion or belief; and
16.1.2 as a manager, employer, and provider of Project Activities do all you reasonably can to support the GLA in the compliance of the Public Sector Equality Duty, along with the commitment to eliminate all forms of discrimination in your employment practices and in the delivery of Project Activities in relation to sex, religion or belief, race, ethnicity, nationality, disability, age and sexual orientation, in accordance with an established and implemented equal opportunities policy.
You will. 5.1.1 commence the Project by the Project Start Date;
5.1.2 complete the Project by the Project End Date;
5.1.3 carry out the Project in accordance with the Timetable and the Agreed Proposal; and
5.1.4 except where expressly set out in this Agreement or subsequently agreed otherwise in writing, ensure that all Outputs and Results are delivered and reported to us before the expiry of the Project Period.
You will. (a) make every effort to collect all receipts arising from the sale or licensing or other exploiting of the Combined Rights as is commercially reasonable; and
(b) not violate any rights of any third party by the entry into distribution, sales agency, or other agreements relating to the sale or licensing or other exploiting of the Combined Rights.
You will. 14.2.1 allow immediate access to your business premises during Business Hours to allow us to view delivery with Participants and/or Beneficiary Organisations as it takes place;
14.2.2 (upon reasonable notice) allow full access to your business premises and the Project records throughout the Project Period and until 31 December 2031 or such later date as set out in the ESF requirements from time to time and published on xxxxx://xxx.xxx.xx/guidance/england-2014-to-2020-european- structural-and-investment-funds for us, our authorised representatives, Sponsors, EPMU, the Department for Work and Pensions, the European Commission and each of their representatives and/or auditors, and such other auditors which we may appoint from time to time, to audit, inspect and take copies of such documents in connection with the Project and the Grant;
14.2.3 provide oral and/or written explanations of relevant documents (or their absence);
14.2.4 provide unrestricted access to interview employees, Participants and/or Beneficiary Organisations and other stakeholders engaged in or about the Project;
14.2.5 provide, free of charge, all facilities that we may reasonably require for conducting such audit, inspection and examination, which may include but are not limited to facilities such as photocopying.
14.2.6 upon request provide contact details and/or such other assistance required by us in order to interview Project stakeholders including for example (without limitation) employers, educational establishments and informal partners such as referral agents.
You will. 1.8.1 provide to us complete, accurate and timely information relating to the Gateway Services;
1.8.2 ensure that all Third Party Products arranged by you in connection with the Gateway Services are delivered in a timely manner and comply with any requirements of which we notify you; and
1.8.3 ensure that appropriate licences and clearances are obtained (and the correct licence fees or royalties paid) for the use of all Third Party Products used in connection with the Gateway Services. Where we enable you to offer CPC/DCC to your Buyers, the following additional provisions in this part 2 apply:
2.1 In addition to terms defined elsewhere in this Agreement or unless the context requires otherwise, in this Part the following capitalised terms and expressions will have the following meanings:
You will. (a) provide us on request all information in your agent's possession or control of you or your agents as may be required to be filed or disclosed pursuant to Applicable Law, in each case regarding us, you, the Customer Documents or any Contract, Client Contract;
(b) file (within any applicable time periods) such reports, letters and other communications as may be required from time to time by any Regulatory Body relating to you or us, you, the Customer Documents, or any Contract, Client Contract; and
You will. 5.1.1 promptly provide to NFS all reasonable Organisation Information as requested by NFS before or after the Commencement Date;
5.1.2 notify NFS immediately if, for any reason, you have a reasonable belief that an Event date will be changed or an Event will be cancelled.
5.1.3 use the Advertising Materials in accordance with any reasonable Advertising Guidelines and instructions and only for the Permitted Use;
5.1.4 not directly, nor through a third party, develop, modify, copy, adapt, reverse engineer, decompile, adapt or disassemble the Software;
5.1.5 not do anything, nor act in a manner, that will or may jeopardise or invalidate any use, right, title and/or interest of NFS or its licensors in the Advertising Materials;
5.1.6 comply with any instructions, restrictions or requirements when using the Donor Data as requested by NFS at the time of sharing the Donor Data with you;
5.1.7 not offer any benefit to any Donor which would, or is in danger of, being deemed by HMRC a benefit that exceeds the limits on benefits to donors under the Gift Aid Scheme as specified by HMRC from time to time, in respect of the Gift Aid;
5.1.8 not do anything, nor act in a manner, that will or is likely to bring the NFS or the Scheme into disrepute;
5.1.9 not do anything, nor act in a manner, that will or is likely to breach any law or regulation or cause the NFS to breach any law or regulation, including (but not limited to) the Data Protection Xxx 0000, in respect of this Agreement or the use by you of the Donor Data;
5.1.10 not make any use of the Advertising Materials that is misleading or which may be taken to indicate that you have any right, title or interest in the Advertising Materials, other than as set out in this Agreement;
5.1.11 if it becomes aware of any unauthorised use or infringement of the Advertising Materials, promptly notify NFS in writing with full details; and
5.1.12 provide all assistance and cooperation to NFS as NFS reasonably requests to enable the Permitted Use of the Advertising Materials (and any updates to the Advertising Materials).
