Customer Obligations 5.1 Except to the extent that Sonardyne has agreed to provide specified consultancy Services regarding Product selection, the Customer shall be responsible for its own Product selection and for ensuring the suitability of the Products for the required purpose.
5.2 The Customer is responsible for obtaining all necessary consents, licences and permits relating to its use of the Products and/or Services.
5.3 The Customer shall accept delivery and shipment of the Products in accordance with the provisions of clause 6 below.
5.4 The Customer shall indemnify, defend, hold harmless and release Sonardyne at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Sonardyne as a result of: Sonardyne following any designs, specifications, instructions or other reliance on Customer Material; any claim that the Customer Materials, or any part of them infringe any rights of any third parties, including any Intellectual Property Rights; the Customer having failed to install, commission or use the Products using suitably experienced and trained personnel or in accordance with instructions and licences supplied by Sonardyne and/or the manufacturer of the Products.
5.5 The Customer shall inspect the Products upon receipt and notify any defect in them to Sonardyne in writing within 48 hours of Shipment. If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer.
5.6 The Customer shall allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products. The Customer shall keep an accurate list of the details of all Products including their location and shall provide an up to date copy to Sonardyne upon request.
5.7 The Customer shall use and maintain the Products in a skilful and proper manner and in accordance with any operating instructions issued for them, and to ensure that the Products are operated and used by properly skilled and trained personnel.
5.8 The Customer shall clean and keep the Products at its own expense at all times in good condition (fair wear and tear excepted) making available to Sonardyne full records thereof.
5.9 The Customer shall make no alteration to the Products and not remove any existing components or identification markings from the Products, unless it is removed in the ordinary course of repair and maintenance (including the removal and replacement of batteries and other consumables, which shall be the responsibility of the Customer) in which case as soon as practicable, a replacement shall be fitted.
5.10 The Customer shall be responsible for the safe usage of the Products and shall comply with all statutory and other obligations of all kinds in relation to the Products and the use of them and at its own expense add to or install with the Products any safety or other equipment required by any applicable law or regulation to be so added or installed for the safe use of the Products.
5.11 The Customer shall protect the Products against distress, execution or seizure.
5.12 The Customer shall operate the Products in accordance with applicable export licencing and permit regulations and shall immediately notify Sonardyne of any breach of the same.
5.13 The Customer shall be liable for any loss, theft, damage or destruction of or to the Products, howsoever caused, (inclusive of whilst in transit), fair wear and tear excepted.
5.14 The Customer shall be liable for the provision of insurances against all liability to third persons for death, personal injury and damage to, or loss of property arising directly or indirectly, out of the use, possession, or operation of the Products for such amount as is prudent in all the circumstances.
5.15 The Customer shall not sell or offer for sale, assign, mortgage or pledge, any of the Products or allow the creation of any charge, encumbrance, lien, or other interest to arise over them.
5.16 The Customer shall be responsible for all losses and liabilities (including legal expenses on a full indemnity basis) arising from the Customer's breach of this Agreement, or from the possession or use by the Customer of the Products or their repossession.
5.17 The Customer shall on or before the expiration or termination of the Hire Term return the Products to Sonardyne at the Customer’s cost, to such address as Sonardyne shall reasonably require (or otherwise to Sonardyne’s head office). In the event of failure to so do, the Customer shall allow Sonardyne and its representatives (and shall ensure that any third parties also allow) access to any premises where the Products are located for the purpose of performing such return at the cost and expense of the Customer. The Customer shall accurately notify Sonardyne in writing of the location/s of the Products upon request.
5.18 The Customer shall continue to pay the Charges for the hire of the Products until returned to Sonardyne.
5.19 In the event that the Products are lost during the Hire Term the Customer shall pay to Sonardyne on demand the full replacement price of any lost item unless otherwise agreed between the parties.
Interconnection Customer Obligations The Interconnection Customer shall maintain the Large Generating Facility and the Interconnection Customer’s Interconnection Facilities in a safe and reliable manner and in accordance with this LGIA.
Customer Data 5.1 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The customer being a contractor of DSA Airport, the customer shall not own the rights, title and interest in and to the Data which belongs to DSA Airport.
5.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back- Up Policy available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties subcontracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Business Associate Obligations Business Associate agrees to comply with applicable federal confidentiality and security laws, specifically the provisions of the HIPAA Rules and the HITECH Act applicable to business associates, including:
2.1 Use and Disclosure of PHI. Except as otherwise permitted by this Agreement, the HIPAA Rules, or applicable law, Business Associate shall not make any uses or disclosures of PHI except as necessary to provide services to, or on behalf of, Covered Entity as described in the Underlying Agreement, and shall not use or disclose PHI that would violate the HIPAA Rules or HITECH Act if used or disclosed by Covered Entity; provided, however, Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, or to carry out its legal responsibilities, consistent with Covered Entity’s minimum necessary policies and procedures. Business Associate may not use or disclose PHI which it creates, receives, maintains or transmits for or on behalf of the Covered Entity for any purpose except as otherwise provided by the Agreement and this BAA. Business Associate agrees to review and understand any state privacy and security laws to the extent that such laws are not preempted by HIPAA, as may be amended from time to time. Business Associate acknowledges that it shall comply specifically with the HIPAA Security Rule, and, to the extent that Business Associate is to carry out one or more of Covered Entity’s obligations under the Privacy Rule, it shall comply with the requirements of the Privacy Rule which apply to Covered Entity in the performance of such obligation(s). Business Associate shall in such cases:
2.1.1 provide information to members of its workforce using or disclosing PHI regarding the confidentiality requirements in the HIPAA Rules and this Agreement;
2.1.2 obtain reasonable assurances, in writing from the person or entity to whom the PHI is disclosed that: (i) the PHI will be held in confidence and further used and disclosed only as required by law or for the purpose for which it was disclosed to the person or entity; and (ii) the person or entity will notify Business Associate of any instances of which it is aware in which confidentiality of the PHI has been breached; and
2.1.3 agree to notify the Privacy Officer of Covered Entity of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the HIPAA Rules or HITECH Act.
2.2 Marketing; Sale of PHI. Business Associate may not use or disclose PHI for marketing purposes. Marketing includes any communication which would encourage the recipient to use or purchase a product or service. Business Associate may not use or disclose PHI where it has directly or indirectly received remuneration, financial or otherwise, from or on behalf of the recipient of the PHI in exchange for the PHI. “Sale” is not limited to circumstances where a transfer of ownership occurs, and would include access, license or lease agreements.
Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements:
(a) in respect of each Customer Agreement that has been entered into prior to the Commencement Date:
(i) at the next review date, or, if the Trader is able to unilaterally vary the Customer Agreement, within 12 months after the Commencement Date (whichever is earlier), the Trader must issue a unilateral variation to the Customer Agreement to include provisions that have substantially the same effect as the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017; or
(ii) if the Trader is unable to unilaterally vary 1 or more Customer Agreements as set out in subparagraph (i), the Trader must:
(A) use all reasonable endeavours to obtain at the next review of each Customer Agreement, or within 12 months, whichever is earlier, the agreement of the Customer to enter into a variation of the Customer Agreement to include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor under section 12 of the Contract and Commercial Law Act 2017; and
(B) promptly provide notice to the Distributor if it is unable to obtain the agreement of the Customer required in subparagraph (A); or
(b) in respect of each Customer Agreement that has been entered into after the Commencement Date, include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017.