In these terms and conditions the following words and expressions shall have the meanings set out below or as defined in the Order Form:
Act: the Swiss Federal Data Protection Act (“DSG”)
Agreement: these terms and conditions together with the Order Form and the relevant Services Specification(s) and Charges Schedule(s) identified therein;
Applicable Law(s): any applicable law, statute, bye-law, regulation, order, regulatory policy, binding guidance or industry code, rule of court or directives or requirements of any relevant regulatory body, delegated or subordinate legislation or notice of such regulatory body
Article: a single Record and/or item of Media (as determined by the manner in which the Customer pays for storage or Services relating to such item) and reference to “Articles” shall be construed accordingly.
Authorised Users: the named individuals authorised by the Customer to access and use the Services and notified to IM in writing from time to time
Charges Schedule: the charges schedule(s) in respect of the Services to which these terms and conditions are attached;
Commencement Date: the commencement date specified for each Service as detailed in the applicable Service Specification;
Confidential Information: all confidential information or commercially sensitive information actually disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) (excluding the Articles which are dealt with separately under this Agreement);
Container: a box or container used to store the Records or Media (as the case may be);
Data: “Personal Data” as defined in the Act;
DP Services: the data protection services, including ATMS (if selected), set out in the DP Services Specification (if any);
Effective Date: the date set out in the Order Form or, in the absence of such date, the date of last signature;
Facilities: the IM sites or Customer premises from which IM shall provide certain elements of the Services as specified in the relevant Services Specification(s) and reference to “Facility” shall be construed accordingly;
Fees: the fees and charges as set out in the Charges Schedule(s) as varied from time to time or any amounts otherwise due in accordance with this Agreement;
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a skilled and experienced company within the IM’s industry or business sector, under the same or similar circumstances;
Group Company: any person which is in relation to the Customer, its parent undertaking or its subsidiary undertaking or a subsidiary undertaking of its parent undertaking or any other person controlled by or under the same control either directly or indirectly.
“Group Company Agreement: an agreement between IM and a Group Company for the provision of services by IM to the Group Company incorporating the terms and conditions of this Agreement.
IM Systems: IM systems and software made available to the Customer in connection with the Services from time to time;
Image: the creation of a digital image of an Article or Articles;
Initial Period: the period of 12 months from the relevant Commencement Date or such other period as the parties may agree in relation to each Service;
IPR: any and all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Media: Customer’s non-paper media including (but not limited to) round reel-cassettes, audio or video cassettes, films, cartridges or data cassettes in relation to which IM agrees to provides the Services;
Order Form: the order confirmation form to which these terms and conditions are attached;
Records: Customer’s hard copy records, documentation, papers, books, microfilm and/or microfiche (together with any files, binders or other storage media in which the above are contained) in relation to which IM agrees to provide the Services;
RM Services: the records management services, including DMS Capture (if
selected), set out in the RM Services Specification (if any);
Services: the ATMS, DP Services and/or RM Services (as appropriate) to be
provided by IM as set out in the relevant Services Specification or any services or
projects provided by IM to the Customer;
Services Specification: the services specification identified in the Order Form;
VAT: value added tax and any similar additional sales tax;
Working Day: Monday to Friday (inclusive) excluding bank and public holidays in Switzerland and/or in the country in which the Services are provided.
2. TERM AND APPOINTMENT
2.1 The Customer appoints IM to provide the Services in accordance with this Agreement from the Commencement Date(s) for the Initial Period (unless terminated earlier in accordance with the terms of this Agreement). Thereafter, the agreement shall automatically continue unless and until either party gives to the other not less than ninety days’ prior written notice of termination, such notice to take effect at the end of the Initial Period or any anniversary thereof.
2.2 In the event that this Agreement incorporates multiple Services Specifications (which, for the avoidance of doubt, will be set out in the Order Form or as otherwise agreed between the parties), clause 2.1 shall apply to each Services Specification individually (and each Initial Period identified within that Services Specification shall apply separately).
2.3 Accordingly, subject to clauses 2.1 and 2.2, in the event that this Agreement incorporates multiple Services Specifications, each Service Specification may be terminated separately.
2.4 In the event that IM provides any Services: prior to the Effective Date (which are not subject to a pre-existing written agreement); or following the expiry or termination of this Agreement, and until all Articles are removed from IM’s Facilities; such Services shall be governed by the terms of this Agreement.
3 IM'S OBLIGATIONS
3.1 For the duration of this Agreement, IM shall provide the Services:
3.1.1 in accordance with the relevant Services Specifications;
3.1.2 with reasonable care and skill, in accordance with Good Industry Practice and in accordance with the Provisions of Swiss Law.
3.2 The Customer acknowledges and agrees that the terms of this Agreement only apply to Articles which are in IM's possession, custody and control. The Articles shall only come into IM’s possession and control when they have been collected by the relevant IM employee and they shall stay in IM’s custody and control until the Articles are destroyed by IM in accordance with this Agreement or (at the Customer’s request) provided to a third party (including carriers or other service providers) or returned to the Customer by IM and unloaded at a Customer Facility
3.3 If IM's performance of its obligations under this Agreement is prevented or delayed by the Customer’s breach of this Agreement
3.3.1 IM shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay; and
3.3.2 IM shall be entitled to be paid the Fees as if it were performing the Services as normal
3.4 In the event that IM sells Containers or other media products to the Customer in connection with the Services, IM shall use reasonable endeavours to assign to the Customer any relevant manufacturer’s warranties applicable to the Containers or other media products but otherwise makes no warranties (and excludes any implied warranties to the fullest extent permitted by law) in relation to the same and shall not be liable in contract, tort or otherwise in relation to the quality or fitness for purpose or description of such Containers or media products
3.5 If at any time any Containers are damaged or have in IM’s reasonable opinion deteriorated to such an extent that any Article contained within them is at risk of being damaged IM may repair or replace the Containers. Unless such damage is caused by IM’s negligence, such repair or replacement of Containers shall be at Customer’s expense.
4 CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
4.1.1 pay the Fees set out in the Charges Schedule(s) in accordance with the terms of this Agreement
4.1.2 (where required for the purposes of providing the Services) allow IM reasonable access to the Customer Facilities;
4.1.3 ensure that IM is provided with any instructions or information reasonably necessary to allow IM’s employees to access the Customer Facilities or to provide the Services;
4.1.4 promptly notify IM of any issues that may delay, prevent or otherwise affect IM’s ability to perform this Agreement;
4.1.5 only deposit Articles with IM, and not cash, currency, shares, securities (as defined by art. 965ss Swiss Code of Obligations “CO”), precious metals (gold silver etc.), valuable objects (artworks, jewellery, etc.) and any other materials that are explosive, flammable, hazardous, illegal, toxic or otherwise dangerous or which are regulated under any Applicable Law relating to hazardous materials. For the avoidance of any doubt, IM has no obligation to verify the content of the Articles deposited by the Customer and in case the Customer deposits any content which is not allowed as per this Agreement, this shall be at the sole risk and costs and in case of damages caused thereby, full liability of the Customer; and
4.1.6 keep the list of Authorised Users up-to-date and promptly notify IM in writing of any changes to the Authorised Users and, where user names or passwords are provided to the Authorised Users, take all reasonable steps to safeguard them and prevent unauthorised use of the same. IM may fully rely on the list of Authorised users as provided by the Customer and is authorized to act upon instructions communicated from the Authorized Users identified on such list.
4.2 The Customer warrants, represents and undertakes that it:
4.2.1 is the owner or legal custodian of the Articles; and
4.2.2 has all necessary authority to deal with the Articles in accordance with this Agreement.
5 IMPLEMENTATION PLAN
5.1 IM and the Customer shall, if necessary, agree an implementation plan in which the parties will set out:
5.1.1 the method by which the Articles will be made available to, or collected by, IM from the Customer, the Customer’s previous supplier or a third party; and
5.1.2 any Fees to be charged by IM for the Services provided under the implementation plan; and
5.1.3 in the event that any Fees charged by IM for the Services provided under the implementation plan are to be deferred, whether or not such Fees will become payable upon termination of this Agreement.
6 EXIT PLAN
6.1 Both parties shall use reasonable endeavours to agree an exit plan during the term of this Agreement in accordance with this clause 6 (“Exit Plan”) during the following periods of time:
6.1.1 within 30 Working Days of either party serving notice to terminate this Agreement; or
6.1.2 at least 2 months prior to the expiry of this Agreement.
6.2 The Exit Plan shall, as a minimum, provide the Customer with:
6.2.1 a detailed programme of the transfer process and procedure to be implemented including time frames for the completion of the transfer of all Articles held by IM to a third party replacement supplier or the Customer (the "Exit Period") and the parties respective responsibilities; and
6.2.2 a list of applicable reasonable rates for additional IM resources to the extent not already defined by the terms of this Agreement.
6.3 Unless the parties agree otherwise in writing, IM will not be required to transfer more than 250 single Articles per day during the Exit Period.
6.4 Should the Parties not be able to agree on an Exit Plan within the time periods set out in this article 6, IM shall be entitled to proceed in accordance with its own exit plan as shall be determined by IM in its sole discretion.
7 EXIT CHARGES
7.1 Any permanent withdrawal and retrieval service charges set out in the relevant Charges Schedule(s) shall be applied on exiting this Agreement and to the exercise of transferring Articles whether or not to the Customer or a third party replacement supplier.
7.2 Fees for Services rendered up to final removal of all Articles from IM’s custody, including but not limited to permanent withdrawal and retrieval fees, shall (unless otherwise agreed in writing) be invoiced (the “Exit Charges Invoice”) by IM to the Customer and paid in advance by the Customer prior to the start of the transfer of the Articles to the Customer or a third party supplier upon termination or expiry of this Agreement. Any additional services provided by IM to the Customer outside of those detailed on the Exit Charges Invoice shall be payable in accordance with clause 9.1.2.
8 DATA PROTECTION
8.1 The parties acknowledge that IM may have access to Customer Data in providing the Services and the Customer appoints IM to process such Customer Data on the Customer’s behalf.
8.2 The Customer warrants that it has all necessary authorisations and approvals required to process any relevant Data and to enable IM to do the same in providing the Services.
8.3 Where IM processes Customer Data in accordance with this Agreement, it will comply with any reasonable instructions from the Customer in respect of Customer Data and (subject to such Customer instructions) take reasonable steps to protect the Customer Data against unauthorised or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage.
8.4 IM shall be permitted to transfer Customer Data (but to avoid doubt not Articles) outside the European Economic Area without the prior written consent of the Customer provided that such transfers are in accordance with relevant and applicable requirements of adequacy under the Act, including any relevant secondary legislation, regulations or official guidelines.
9 FEES AND PAYMENT
9.1 Unless otherwise stated in the Charges Schedule:
9.1.1 the Fees shall be invoiced monthly in advance for storage elements of the RM Services, and in arrears for all other Services;
9.1.2 the Customer shall pay all invoices within 30 days of the date of invoice; and
9.1.3 all Fees shall be exclusive of VAT.
9.2 Subject to clause 9.3 below and where relevant, the Fees shall be fixed for the storage element of each Service for the Initial Period following which IM shall be entitled to adjust the Fees at any time by giving not less than 30 days’ written notice to the Customer.
9.3 IM may alter the Fees at any time upon 30 days’ written notice in the event of any unusual increase in the cost of providing the Services to the Customer that is beyond IM’s control, including, without limitation, road tolls, congestion or similar charges or increases in fuel costs. Within 28 days of receipt of the written notice set out herein, the Customer shall be entitled to terminate this Agreement by giving IM 90 days’ written notice. IM shall make no adjustment to the Fees during such 90 day termination notice period. Should IM not receive notice of termination within the period stipulated hereinbefore, the Customer shall be deemed to have accepted the new rates and Fees.
9.4 If the Customer fails to pay any undisputed sums due under this Agreement on the due date for payment then IM may, 30 days after issuing a written notice to the Customer to cure the default (which default remains uncured after such period) by written notice to the Customer:
9.4.1 suspend all or any part of the Services pending payment of the relevant sums; or
9.4.2 terminate this Agreement with immediate effect.
9.5 If the Customer fails to pay any undisputed sums due under this Agreement within 12 months after the invoice date then without prejudice to IM’s other rights and remedies at law or under this Agreement, IM shall be entitled (at the Customer’s cost): (i) to destroy any Articles in its possession and the Customer shall indemnify and hold IM harmless in relation to any costs, losses, damage or other liabilities incurred by IM in relation to any claim by the Customer or any third party relating to the destruction of the Articles or (ii) place the Articles with a third party as per the provision of article 92 CO.
9.6 In the event that a Customer's account is suspended for non payment, IM may bill the Customer for expenses in the amount of CHF 100 to restore the Customer's account after receiving payment for the sums remaining due.
9.7 Without prejudice to IM’s other rights at law or under this Agreement, the Customer shall pay interest and charges in the event of any late payment of invoices at 5% per annum
9.8 The Customer acknowledges that any request for a volume of storage or services, including permanent withdrawals, beyond that reasonably anticipated at the Commencement Date of the relevant Service Schedule, may cause IM to incur additional costs, which the Customer shall pay provided that it has been informed of and agreed to such costs in advance. If such costs are not agreed, IM shall be under no obligation to comply with any such request.
9.9 The Fees set out in this Agreement are agreed by IM based upon the expectation that the storage volumes anticipated by IM at the Commencement Date will materialise and not decline materially during the term of this Agreement. If the anticipated storage volumes do not materialise as reasonably anticipated by IM or are materially reduced IM reserves the right to review and adjust pricing by notice in writing to the Customer based on such decreased volume.
9.10 The cost of any services and /or products required by the Customer which are not identified in any applicable Charges Schedule(s) shall be agreed in writing in advance between the parties. In the absence of prior written agreement such services and / or products shall be charged at IM’s then standard rates (details of which are available from the Customer’s usual IM contact or from IM’s Customer Services team).
9.11 IM may, subject to prior written agreement, comply with any bespoke or non-IM standard billing or invoicing requirements of the Customer subject to the Customer agreeing to pay IM’s reasonable costs in complying with the same.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 The Customer shall not acquire any right, title or interest in or to any IPR of IM or its licensors, including the IPR relating to the IM Systems or Services and any and all IPR that is owned by or licensed to IM which is or has been developed independently of this Agreement (whether prior to the Effective Date or otherwise).
10.2 IM shall not acquire any right, title or interest in or to any IPR of the Customer or its licensors.
11.1 Each party shall:
11.1.1 not use the other party’s Confidential Information otherwise than in the performance of its obligations under this Agreement; and
11.1.2 not disclose the other party’s Confidential Information to any person (save for its directors, employees, and authorised agents to the extent that such disclosure is necessary for the performance of this Agreement and for whose actions the relevant party shall remain liable) except with the prior written consent of the Disclosing Party.
11.2 Clause 11.1 shall not apply to Confidential Information which:
11.2.1 is or becomes at any time publicly known other than by the Receiving Party's breach of this Agreement; or
11.2.2 can be shown by the Receiving Party to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or
11.2.3 is or becomes available to the Receiving Party otherwise than pursuant to this Agreement and free of any restrictions as to its use or disclosure; or
11.2.4 is required to be disclosed by law or in order to instruct professional advisers.
12 LIMITATION OF LIABILITY
12.1 Nothing in this Agreement shall be deemed to be an exclusion or limitation (or attempt to create an exclusion or limitation) of either party’s liability for any matter for which it would be unlawful for such party to attempt to exclude or limit its liability.
12.2 IM shall be responsible to the Customer for any loss or damage to the Articles caused by IM’s willful misconduct or gross negligence whilst such Articles are under IM’s custody and, subject at all times to the limits of liability set out herein, IM shall indemnify the Customer against all documented losses, liabilities, costs, damages and expenses which arise from the loss of or damage to the Articles due to IM’s willful misconduct or gross negligence (as per article 100 al. 1 CO).
12.3 The Customer shall indemnify IM in relation to any costs, losses, damage or other liabilities incurred by IM in connection with any claim (including those relating to rectifying any conflict) by a third party that the collection, storage, handling, destruction or shredding of any Articles in accordance with the terms of this Agreement is in breach of or infringes any of such third party’s contractual, common law or other legal rights.
12.4 IM’s total liability in respect of loss of or damage to tangible property (excluding Articles) shall not in any circumstances exceed CHF 1,000,000 (one million Swiss francs) in aggregate throughout the term of this Agreement.
12.5 The Customer pays for the Services based on the method of storage of the Articles independent of the nature and content of the Articles, which content IM shall not (and cannot) control. Therefore, the Customer expressly agrees that any liability of IM for the losses that arise as a result of IM’s breach of this Agreement and/or negligence in connection with the Services shall (subject to clause 12.7 below) shall be (and can only be) calculated as follows and shall not exceed:
12.5.1 in respect of loss or damage to Media or Media Containers, CHF50 per loose Media item stored by IM or CHF 250 per Media Container for each Media item or Media Container that is subject to loss and/or damage;
12.5.2 in respect of loss or damage to Records, CHF 1 per Records Container and/or CHF 1 per linear foot of open shelf files (as appropriate) for each Records Container or linear foot of open shelf files that is subject to loss and/or damage;
12.5.3 In respect of loss or damage to Images, the lower of the Customer’s proven losses or the total Fees paid by the Customer to IM for the imaging services in the 3 months preceding the event which gave rise to the claim.
12.6 Subject to clause 12.1, for any default, loss or damage outside that more particularly addressed under clause 12.4 to 12.5, IM liability shall, in each case, be limited to the fullest extent possible under law and IM's maximum liability shall be limited to the total Fees paid by the Customer to IM for the relevant Services as were provided to the Customer in the period of 6 months prior to the occurrence of such default, loss or damage.
12.7 Subject to clause 12.1 and without prejudice to the Customer’s obligation to pay the Fees, each party’s liability shall be limited to direct damages and in no event and under no legal theory, including tort, contract or otherwise, shall either party be liable for any indirect, special, incidental or consequential damages (including loss of profits) even if advised of the possibility of the same.
12.8 IM shall not be liable for any delay or inability to perform Services caused by acts of God, fire, flood or storm, pandemic, government actions, labour unrest, riots, terrorist acts, unusual traffic delays or other causes beyond its control. If such inability persists for a continuous period of more than 30 days, either party may terminate this Agreement by providing 30 days’ notice in writing to the other.
12.9 IM shall not be liable for any losses incurred by the Customer to the extent such losses result from IM complying with the instructions of the Authorised Users (or such other individuals as may be authorised by agreement between the parties), or where IM has to comply with provisions of mandatory law, regulatory ruling or any such order.
13.1 In addition to the rights provided in clauses 2, 9.3, 9.4 and 12.8 , either party may terminate this Agreement by notice in writing to the other:
13.1.1 if such other party is in material breach of its obligations under this Agreement and such other party fails to remedy such breach within 20 Working Days of service of a written notice, specifying the breach and requiring it to be remedied;
13.1.2 if such other party has a petition for winding up or for an administration order presented against it or passes a resolution for winding up or calls any meeting of its creditors or has an administrative or other receiver or an administrator of all or any part of its undertaking or assets appointed or (being an individual or partnership) has a bankruptcy petition presented against it or similar situation arises.
14 NOTIFICATIONS, COMPLAINTS AND LEGAL ACTIONS
14.1 Any formal legal proceedings issued by the Customer against IM for loss, damage, or destruction of the Articles or any claim or cause of action relating to the provision of the Services must be made in 30 days of:
14.1.1 the date of performance of the relevant Services; or
14.1.2 the date when the loss, damage, or destruction of all or part of the Articles has been communicated to the Customer; or
14.1.3 the Customer otherwise becomes aware, or reasonably ought to have become aware, of the same (subject to this date not being more than 30 days after the expiry or termination of the Services);
The Customer shall be deemed to have expressly waived any such claim after the expiry of the above time limit.
14.2 All notices that are required to be given under this Agreement shall be in writing and shall be sent to the address provided in the Order Form or such other address as the parties shall notify to one another in writing from time to time, by first class pre-paid letter and shall be deemed to have been received 48 hours after the date of mailing.
14.3 Notifications sent to IM pursuant to clause 14.1 above should be marked for the attention of IM’s Company Secretary and must also be copied to IM’s nominated main contact as shall be notified to the Customer from time to time (if any).
15.1 Neither the Customer nor IM anticipates or intend that by providing the Services any employees of the Customer or any third party will transfer to IM, whether by virtue of or article 333 CO (Betriebsübernahme) or otherwise, as a result of the commencement by IM of the provision of the Services.
15.2 However, if due to the Services rendered to the Customer, the contract of employment of any individual(s) employed by the Customer or any third party is found or alleged to have been transferred to IM as a consequence of the transaction and/or Services contemplated by this Agreement (whether as a result of article 333 CO or otherwise), then the Customer shall indemnify and keep indemnified IM in full against all expenses (including legal fees), claims, losses, damages and liabilities which IM incurs in connection with the transfer or alleged transfer of any individual(s) from the Customer to IM, including, but not limited to, any claims of such employee which fell due prior to the transfer or which fall due between that juncture and the date on which the employment relationship could normally be terminate.
15.3 IM may, in its discretion, terminate the employment of the individual(s) concerned and the Customer undertakes to indemnify IM in full against all liabilities whatsoever which it incurs in connection with the employment of such individual(s) from the date on which their employment is deemed to transfer to IM until their termination and all liabilities in connection with such termination.
16 AUDIT RIGHTS
16.1 IM shall provide to the Customer or the Customer’s internal audit staff or properly appointed external auditors, as the Customer may notify IM in writing from time to time (“Auditors”), or the Customer’s regulators (“Regulators”), reasonable access to the Customer’s records (but excluding any financial or proprietary information of IM or other customers) at the IM Facilities at such reasonable times that IM considers to be appropriate subject at all times to the Customer:
16.1.1 providing at least 15 working days’ prior written notice to IM;
16.1.2 complying with IM’s security measures and policies at the IM Facilities;
16.1.3 ensuring that prior to any access to the IM Facilities the Auditors or Regulators sign IM’s non-disclosure agreement;
16.1.4 (except where an audit is imposed by the Regulators) ensuring that only one such audit shall take place in any one calendar year; and
16.1.5 paying any reasonable costs properly incurred by IM at IM’s standard rates (where applicable) as detailed in IM’s then current Customer Audit Policy.
16.2 Any audit carried out pursuant to clause 15 .1 above shall be subject to IM’s then current Customer Audit Policy, a copy of which is available upon request.
17.1 No addition to, or modification of, any provision in this Agreement, including this section 16.1, shall be binding on either party unless made in writing and signed by duly authorized representatives of both parties.
17.2 The Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations whether in whole or in part without the prior written consent of IM, such consent not to be unreasonably withheld or delayed. The Customer hereby consents to IM subcontracting certain elements of the Services to third parties and/or other members of the IM group.
17.3 No failure by IM to enforce its rights under this Agreement at any time for any period shall be construed as a waiver of such rights.
17.4 If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable and which most closely reflects the intent of entering into this Agreement.
17.5 This Agreement constitutes and contains the entire agreement of the parties and supersedes any and all prior agreements, negotiations, correspondence, representations (except fraudulent representations), understandings and communications between the parties, whether written or oral, respecting the subject matter.
17.6 This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland excluding the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) and without giving effect to any principles of conflict of law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of the Canton of Zurich. This without prejudice to the right of appeal to Tribunal Federal.
17.7 The Customer agrees that should any Group Company have a requirement for services that IM may provide such services in accordance with the terms contained herein subject to such Group Company agreeing to be bound by the terms and assuming the rights and obligations of the Customer in relation to such services and by signing a Group Company Agreement.