DEFINITIONS

"Acceptable Use Policy" means TSGI’s policy from time to time for the use by its customers of the services supplied by TSGI as set out on the TSGInow Website;

“Agreement” means this Agreement incorporating, the General Terms and Conditions for Services, the Special Terms and Conditions contained in Schedule 2 (if applicable), this Definitions Schedule and the Services Schedule together with any other documents incorporated by reference including, without limitation, any applicable Service Specification and the Acceptable Use Policy;

"the Customer" means the person, firm or TSGI identified as such in the Master Agreement;

"Charges" means the Initial Charges, the Recurring Charges and/or any other charges payable by the Customer to TSGI pursuant to this Agreement but excluding the Service Equipment Price;

"Contract Year" means a calendar year commencing on the Service Commencement Date set out in the Services Schedule and on each subsequent anniversary thereof;

"Customer Equipment" means any hardware and/or software owned, controlled or licensed by the Customer and which is made available to TSGI by the Customer or which is used or maintained by TSGI in connection with the Services whether located at the TSGI Services Location or the Customer's Services Location;

"Customer's Services Location" means any premises owned or controlled by the Customer where any Service Equipment and/or Customer Equipment is located or is to be located in connection with the provision of the Services;

"Definitions Schedule" means this Schedule 1;

"Event of Default" means:
(a) any breach of contract; or
(b) any tortuous act or omission; or
(c) any breach of statutory duty; or
(d) any statement or other act or omission for which a party is liable; under or in connection with the performance of this Agreement;

"General Terms and Conditions" means the TSGI General Terms and Conditions for Services;

“Holding Company” and “Subsidiary” shall have the meanings ascribed to those terms in sections 736 and 736A of the Companies Act 1985 (as amended);

“Initial Charges” means the set-up charges payable by the Customer in respect of the Services as specified in the Services Schedule;

“Initial Period” means the minimum period of time calculated from the Services Commencement Date that the Customer has committed to receive and pay for Services, as specified in the Services Schedule;

“Internet” means the worldwide network of inter-connected e-communications and computer systems connected by Internet Protocol Numbers;

“IP address” means a unique identifier for a computer or device as a Transmission Control Protocol/Internet Protocol Network;

"Master Agreement" means the TSGI Master Agreement for Services made between TSGI and the Customer;

“Network” means any telecommunication system(s) used by TSGI for the provision of the Services;

“Payment Due Dates” means the dates shown on the Services Schedule;

“Recurring Charges” means the quarterly or annual charges payable in respect of the Services as specified in the Services Schedule;

“Services” means the services referred to in the Services Schedule(s) as described in the Service Specification(s) to be provided by TSGI to the Customer pursuant to the Agreement and the term "Service" shall include any one of such Services;

“Service Commencement Date” means the target date for the commencement of the provision of the Services or any or each of them by TSGI to the Customer as specified in the Services Schedule;

"Service Credits" means any credits (calculated quarterly or otherwise in accordance with the terms of the applicable Service Specification) payable pursuant to such Service Specification by TSGI to the Customer as a result of a Service falling short of the applicable Service Levels;

“Service Equipment” means the hardware and/or software to be made available by TSGI to provide the Services, including, without limitation, the hardware and/or software described in the Services Schedule (but excluding the Customer Equipment) together with any hardware and/or software to be sold by TSGI to the Customer pursuant to this Agreement;

"Service Equipment Price" means the fee payable by the Customer as specified in the Services Schedule in respect of any Service Equipment specified in the Services Schedule as being sold to the Customer by TSGI;

"Service Failures" means in respect of the Services or any or each of them any failure to meet the relevant Service Specification other than those arising out of, contributed to or caused by acts or omissions of any third party or the Customer, or by an Event of Force Majeure as defined in clause 17.1;

“Service Levels” means any service levels for the provision of a Service as defined in the applicable Service Specification(s);

"Services Schedule" means the Services Schedule(s) to the Master Agreement including any services schedule duly completed and executed from time to time by the parties to this Agreement in accordance with clause 2.9 of the General Terms and Conditions;

"Service Specifications" means TSGI's detailed specifications for the provision of any of the Services as referred to in the Services Schedule (as applicable) or, in the case of a Service or Services comprising the provision by TSGI to Customer of bespoke development and/or consultancy services, the applicable Statement of Work, in each case as modified, amended and updated from time to time;

"Software" means the TSGI Software and the Third Party Software;

“Space” means the equipment storage space to be made available to the Customer in connection with the Services;

"Special Terms and Conditions" means the special terms and conditions set out in Schedule 2 of this Agreement;

"Statement of Work" means any agreed document specifying any Service or Services comprising the provision by TSGI of any bespoke development and/or consulting services pursuant to this Agreement;

"TSGI Account Manager" means the individual appointed by TSGI to manage TSGI's relationship with the Customer;

“TSGI Associated Company” means any Holding Company from time to time of TSGI or any Subsidiary from time to time of TSGI or of such Holding Company;

“TSGI Helpdesk” ” means a single point of contact for the Customer for the provision of first level support and the resolution of technical queries and problems relating to goods or services provided by TSGI;

“TSGI Services Location” means any premises owned or controlled by TSGI where any Service Equipment and/or Customer Equipment is located or is to be located in connection with the provision of the Services;

"TSGI Software" means any software, the intellectual property rights in which are owned by TSGI or any TSGI Associated Company and which forms part of the Service Equipment and/or which is used by the Customer in connection with its receipt of the Services;

"TSGI Website" means TSGI's website accessed via the URL www.TSGI.com or such other website as may be notified by TSGI to Customer from time to time;

"Third Party Software" means any software owned by a third party (other than a TSGI Associated Company) forming part of the Service Equipment or otherwise supplied by TSGI and in each case used by the Customer in respect of its receipt of the Services;

"Third Party User" means any third party including, without limitation, the Customer's own customers, whom the Customer allows to use the Services pursuant to clause 3.1 of the General Terms and Conditions.

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