1. Definitions as used in the MCA or a Service Order
“Colocation Service” means racks for housing computers, associated equipment and power distribution and cooling services to support those racks.
“Confidential Information” means all information (in whatever format) designated as such by the Customer or NEXION Networks, together with such information which relates to the business affairs, customers, products, developments, trade secrets, know-how and personnel of either party and which may reasonably be regarded as the confidential information of the disclosing party and expressly includes the MCA and any Service Orders.
“Consulting Services” mean human resources provided by NEXION Networks to give domain-specific advice or provide assistance by performing work as defined in this MCA.
“NEXION Networks Policies and Procedures” means the document which dictates the policies and procedures governing access to the site.
“Documentation” means the user and other technical manuals provided to the Customer with the Services.
“Fault” means any inconsistency in the performance of a Colocation Service provided to a Reseller End User that impacts use of that Colocation Service.
“Fees” means fees for the Services performed by NEXION Networks as agreed by the parties in the Service Order and excludes out of pocket expenses.
“Intellectual Property Rights” means all intellectual property or all intellectual property rights, registered or unregistered including but not limited to copyright (including software), trademarks, service marks, trade secrets, patents, patent applications, designs, know- how, inventions moral rights other proprietary rights and any application or right to apply for registration of any rights referred to herein.
“Maintenance Services” mean human resources or automated infrastructure that manages or monitors equipment and software.
“Network” means the communications links that NEXION Networks installs at its site and are used by Customer and Customer End Users to connect to their contracted Services.
“Service Order” means an order for the purchase of Services in accordance with NEXION Networks’ standard format, as agreed by the parties from time to time.
“Property” has the same meaning as assigned to it in clause 11.1. “Price Model” means the pricing detailed in Schedule 1 to this MCA.
“Rebates” mean the amounts specified to be payable by NEXION Networks as a result of an Infrastructure Service Fault as set out in the applicable Service Order.
“Customer Contract” means the contract formed in accordance with clause 2 of this MCA.
“Customer End User” means an end user who sub-lets the Services as defined in this MCA provided by NEXION Networks, from the Customer
“Services” means services, provided to Customer pursuant to a Service Order executed by the parties and could include all or part of, Colocation Services, Maintenance Services, and Consulting Services.
“Service Levels” means the speed, rate, response time or other measure of performance set out in an Service Order.
“Supplier” means a wholesale supplier of services, software, equipment, network or other supplier who NEXION Networks may use from time to time to supply Services to Customer.
“Special Bid Pricing” means a once off negotiated price for specific opportunities, deals and customers without denigrating the Recommended Retail Price (RRP).
“Tax” means any tax, levy, impost, deduction, charge, rate, duty or withholding which is levied or imposed by a government authority (local, State, Federal or otherwise) from time to time, including any stamp, value added, goods and services or transaction tax, duty or charge, excluding taxes on profit or capital gains.
“Term” means the term of the Customer Contract that extends from the Effective Date and shall remain in effect for a period of 5 years.
2. Incorporation of Terms and Conditions.
The terms and conditions in this MCA shall be deemed incorporated into each Service Order executed by the parties and they shall together form the Customer contract (“Customer Contract”). In the event of any express conflict between any terms of this MCA and the Service Order, the terms of this MCA will govern to the extent of the inconsistency.
3. Purchasing products and services
3.1 The Offer
Customer may procure Services from NEXION Networks by way of a signed Service Order executed by both parties. NEXION Networks will use commercially reasonable efforts to deliver such Services. Unless otherwise expressly agreed in an Service Order, all Consulting Services shall be:
Customer may procure Services from NEXION Networks by way of a signed Service Order executed by both parties. NEXION Networks will use commercially reasonable efforts to deliver such Services. Unless otherwise expressly agreed in an Service Order, all Consulting Services shall be:
(a) performed on a time and materials basis in accordance with rates agreed in writing between the parties, with meals, lodging, travel and other reasonable and agreed prior to being incurred out-of-pocket expenses invoiced in addition to time and materials fees;
(b) deemed accepted upon delivery.
As soon as practicable after a Service Order is fully executed, NEXION Networks will deliver to Customer the Services ordered, in accordance with the Service Levels set out in the relevant Service Order and for the Term set out in clause 10 of this MCA (unless otherwise specified in the Service Order).
If the parties have executed a Service Order, then NEXION Networks will perform the Services in accordance with the Service Order. The Customer shall in a timely manner and at its own expense actively co-operate with NEXION Networks and provide or make available to NEXION Networks all relevant resources, including, without limitation, all relevant information, documentation and staff reasonably required by NEXION Networks to enable NEXION Networks to perform its obligation under the Service Order. NEXION Networks shall not be liable for failure to meet time frames or completion dates for Consulting Services only unless such failure is due solely to the negligence of NEXION Networks.
If either party proposes in writing a change to the scope or timing of the Services, the proposing party shall submit a copy of the proposed variations to the other party. The other party (or the receiving party) will be reasonable and in good faith consider and discuss with the proposing party the proposed change and a revised estimate for the costs for such change. The receiving party shall advise the proposing party within five (5) business days, or such other period as is agreed between them, of receipt of the proposed variations either:
(a) that the receiving party accepts the variation, revised timeline and associated charges; or
(b) that the receiving party rejects the variations, revised timeline and associated charges.
If the receiving party accepts the variations, the Customer Contract shall be deemed to incorporate the accepted variations, revised timelines and associated charges from the date upon which the receiving party notifies the proposing party that it accepts the variations. All proposed and accepted variations shall be recorded in writing by the parties and the relevant terms of this Customer Contract, to the extent stipulated in such varied document shall stand altered. For the avoidance of doubt, it is clarified that all unvaried terms of this MCA and the Service Order shall continue in full force and effect. The receiving party will not unreasonably withhold acceptance of the variations and if the receiving party rejects the proposed variations, NEXION Networks shall perform the Services in accordance with the unvaried Customer Contract.
Where required, acceptance tests will be mutually determined during the course of each Service project. Subject to any specific
provision in the Service Order, each deliverable will be deemed accepted if no certificate of acceptance or rejection has been
received by NEXION Networks within five (5) business days after the deliverable made available for testing or placed into use by the Customer.
Customer may contact NEXION Networks’ technical assistance centre to resolve an error, defect, or malfunction in the NEXION Networks’ Services.
Customer shall pay the Fees and related charges set forth in a Service Order, and for any other amounts coming due hereafter,
Thirty (30) days from the date of NEXION Networks’ invoice. A service charge of one and one-half percent per month (or such
lower amount as permitted by applicable law) may be applied to all invoices that are not paid on time.
In the event of a dispute in relation to an invoice, the Customer shall pay the undisputed portion to NEXION Networks in
accordance with this clause. The disputed portion shall be referred to the dispute resolution process.
The Fees are inclusive of all applicable Taxes and Customer will pay any applicable Tax in addition to the Fees.
A significant proportion of Fees may be subject to the cost of electricity. Where the regulated component of the electricity costs in the state where the Services are provided increases, NEXION Networks may vary the Fees proportionately by providing no less than 30 days written notice to the Customer.
The Fees current on the day of this agreement are as set out in the Service Fee Schedule.
(a) NEXION Networks will conduct a review of the Fees payable by Customer under this Agreement on a casual basis.
(b) NEXION Networks may only change the Fees by giving Customer at least one-month prior notice of the change. The revised Fees will apply to all Services delivered on or after the date of notification of the change and if the Fees are increased the increase shall be no higher than the CPI (Australian All Groups).
4.1. NEXION Networks and its Suppliers do not warrant or represent the performance, accuracy, reliability or continued availability of the Services and the Network or that the Services and the Network will operate free from faults, errors or interruptions.
4.2. Customer acknowledges that the Services may not be available from time to time as a result a Force Majeure event, Intervening Event; and that in such circumstances, NEXION Networks is not obliged to supply the Services.
4.3. NEXION Networks and its Suppliers will, from time to time, conduct scheduled or unscheduled maintenance on the Network which may interfere with the provision of Services. NEXION Networks will use its best endeavours to provide Customer with 30 workings days’ notice of any scheduled maintenance where reasonably possible.
4.4. NEXION Networks will use reasonable efforts to rectify identified Faults within a reasonable period.
(a) NEXION Networks is not responsible for rectifying Faults where the Fault arises in or is caused by its Suppliers or its Supplier networks outside its reasonable control, but we will request that its Suppliers rectify such Faults.
(b) Customer is responsible for repairing Faults relating to equipment, which is not owned by NEXION Networks.
4.5. NEXION Networks will use its best endeavours to provide the Services in accordance with the relevant Service Levels as set out in the Service Order. The Customer is required to report to NEXION Networks, any error or failure by NEXION Networks in respect of the delivery and performance of the Services as set out in the Service Order.
4.6. NEXION Networks may vary and update the Service Levels and Rebates by giving to the Customer 30 day’s written notice and this
variance will not constitute a variance as contemplated in clause 3.5.
4.7. If in providing the Services, the Customer or a Customer End User must access facilities which are owned or leased by NEXION Networks, the Customer must and will ensure that a Customer End User will comply with the NEXION Networks Policies and Procedures and with any security, work, health and safety or building entry policies or procedures notified by NEXION Networks from time to time in writing.
5.1. NEXION Networks warrants that it has the right to enter into this MCA and any related Service Order.
5.2. Customer warrants that it has the right to enter into this MCA and any related Service Order.
5.3. Whilst the Customer is receiving Services in accordance with a Service Order, NEXION Networks will ensure that the Services, when used as permitted by NEXION Networks, will operate substantially as described in the Service Order.
5.4. NEXION Networks warrants that any Services provided to Customer under an Service Order will be performed with due care in a revenue, loss of anticipated saving, loss of production, business interruption, or lost opportunity, arising from or relating to the MCA or any Service Order (including arising from negligence), regardless of whether the loss was within the contemplation of the parties at the time of entering into the Service Order or not.
6. Limitation of Liability
6.1. Each party’s total cumulative liability, whether in contract or tort, negligence or otherwise, (a) in connection with any Service
provided under an Service Order, will not exceed one (1) times the amount of fees paid to NEXION Networks under such Service
Order; (b) in connection with any Services provided to a Term, will not exceed one (1) times the amount of fees paid to NEXION
Networks under such Service Order in the 12 month period immediately preceding the claim.
6.2. In no event will either party be liable for any consequential, indirect, exemplary, special, or incidental damages including
additional costs arising from delay or increased inefficiency, loss of contracts or loss of use), or any lost data, lost profits, lost revenue, loss of anticipated saving, loss of production, business interruption, or lost opportunity, arising from or relating to the
MCA or any Service Order (including arising from negligence), regardless of whether the loss was within the contemplation of the
parties at the time of entering into the Service Order or not.
6.3. Each party acknowledges that the Fees reflect the allocation of risk between the parties and that the other party would not enter into the Service Order without these limitations on that party’s liability. In addition, Customer disclaims all liability of any kind of NEXION Networks’ suppliers and related companies. These limitations shall apply even if any other remedy fails of its essential purpose.
7.1. Each party agrees to indemnify the other against all losses, expenses, damages and legal costs incurred by NEXION Networks or the Customer (as applicable) arising directly from an officer, employee or contractor of the Customer or NEXION Networks, as the case may be:
(a) acting unlawfully, deceitfully or being wilfully negligent; or
(b) breaching this Customer Contract.
7.2. Customer agrees to indemnify NEXION Networks against all losses, expenses, damages and legal costs incurred by or awarded against NEXION Networks for , personal injury or damage to property arising from any negligent or wilful act or omission of the Customer or the Customer End User, misuse or wrongful disclosure by the Customer of NEXION Networks’ or any third party’s Confidential Information, and breaches by the Customer of NEXION Networks’ or any third party’s Intellectual Property Rights, and against any claim made against NEXION Networks:
(a) by a Supplier or any third party which arises from a negligent act or omission of the Customer or any Customer End User or any breach of any instruction given by NEXION Networks or this MCA by the Customer; or
(b) arising from any breach of law, regulatory requirement or industry code by Customer or any Customer End User.
The indemnity in this clause 7.2 does not apply in respect of any negligent or wilful acts or omissions on the part of a Customer End User while on any premises where NEXION Networks is providing Colocation Services.
7.3. Subject to the Customer’s rights in statute or the common law, the Customer must not make any claim against a Supplier in connection with this Customer Contract or the Services which would result in NEXION Networks becoming liable to that Supplier.
7.4. Any indemnity provided under this clause and relied on by a party being sued for loss or liability in connection with its obligations under this MCA will be reduced proportionally to the to the extent that the relying party’s negligent act or omission or failure to comply with its obligations under this MCA caused or contributed to the claim for the loss or liability.
8.1. In the event of a breach of a limited warranty under clause 5 or in the event a Fault occurs to a Service provided by NEXION Networks to the Customer in accordance with the relevant Service Order, the Customer is required to report the breach or known Fault, as the case may be, to NEXION Networks. Notwithstanding any remedies the Customer may have at law, NEXION Networks’ liability shall be for NEXION Networks at its own expense and at the Customer’s option to either:
(a) repair, replace or modify the affected Service; or
(b) pay the cost for the Customer to repair, replace or modify the affected Colocation Service ; or
(c) pay Rebates in accordance with the Service Order, to the Customer in relation to any failure by NEXION Networks in
respect of the delivery and performance of the Services set out in the Service Order or NEXION Networks’ failure to
meet the relevant Service Levels set out in the Service Order. The parties agree that Rebates represent a reasonable
and genuine pre-estimate of the minimum anticipated or actual loss or damage which would be incurred by Customer
as a result of a failure by NEXION Networks in respect of the delivery and performance of the Services or NEXION
Networks’ failure to meet the relevant Service Levels. The parties want to avoid the difficulties of proof of damages and agree that the Rebates are reasonable and are not a penalty; or
8.2. Where the Customer elects for 8.1.(c) to apply, the Customer must prior to the commencement of repairing, replacing or
modifying the affected Colocation Service:
(a) submit a detailed scope of works to NEXION Networks for written approval; and
(b) submit a quote for the scope of works to NEXION Networks for written approval; and
(c) use contractors approved by NEXION Networks in writing which will not be unreasonably withheld.
Except as expressly permitted or required by this Customer Contract, Customer and NEXION Networks must not use any of the other’s Confidential Information for any purpose other than performance of its obligations or exercise of its rights under this Customer Contract.
9.1 Except as expressly permitted or required by this Customer Contract, Customer and NEXION Networks must not disclose to any other person any of the other’s Confidential Information.
9.2 Customer and NEXION Networks may disclose the other’s Confidential Information:
(a) if required to do so by law or any regulatory authority, to the extent so required; and
(b) to its personnel (including subcontractors) whose duties reasonably require such disclosure, on condition that the person making such disclosure:
9.2.b.1. ensures that each such person to whom such disclosure is made is informed of the confidentiality of the information and the obligations of confidentiality under this Customer Contract; and
9.2.b.2. ensures that each such person to whom such disclosure is made complies with those obligations as if they were bound by them.
9.3. Except in accordance with the provisions of clauses 9.2.1 or as otherwise required to perform the Services, Customer and NEXION Networks must not disclose the terms of this Customer Contract.
9.4. If Customer or NEXION Networks is required to disclose the other’s Confidential Information under clause 9.2.1 it must:
(a) notify the other of the requirement to disclose as soon as is reasonably possible;
(b) take all steps necessary to allow the other to challenge or limit the requirement to disclose using any available channel or in any forum, including a court of law;
(c) provide the other with all assistance and co-operation reasonably requested by the other to assist it to challenge or limit the requirement to disclose; and
(d) use its best endeavours to ensure that confidential treatment will be given to the Confidential Information by any person to whom it is required to be disclosed.
9.5. If Customer or NEXION Networks becomes aware of a breach of this clause 9, including a breach of duty of its personnel or Suppliers with respect to the other’s Confidential Information, it must:
(a) notify the other as soon as it becomes aware of the breach;
(b) promptly provide the other with any information or assistance which it may reasonably request in order to minimise the loss or damage it may suffer as a result of the breach; and
(c) co-operate with the other in any investigation or litigation conducted by it to protect its rights in its Confidential Information.
9.6. Customer and NEXION Networks must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, any of the other’s Confidential Information under its possession or control.
9.7. Customer and NEXION Networks must at all times keep all materials containing the other’s Confidential Information separate
from all other materials under its possession or control.
9.8. The provisions of this clause 9 survives termination or expiry of this Customer Contract for any reason whatsoever.
10. Term and Termination
10.1. This Customer Contract shall remain in effect for the Term unless terminated as provided in this section.
10.2. The Customer Contract may be terminated by either party by notice in writing, which notice must be received by the other party at least 90 days prior to the end of the Term.
10.3. Either party may terminate this MCA, or a specific Service Order upon 30 days prior written notice if the other party breaches
a material provision of this Customer Contract or an Service Order and fails to cure such material breach within the 30 days
from the date of the written notice. In the event of a Fault, the parties have recourse under clause 8 (Remedies) of this Customer
10.4. This MCA and all Service Orders shall automatically terminate should either party file for bankruptcy, or otherwise go into
receivership, become insolvent or make an assignment for the benefit of creditors.
10.5. Termination of this Customer Contract or any Service Order shall not limit either party from pursuing other remedies available
to it, including injunctive relief.
10.6. Termination of a Service Order shall not terminate this MCA.
10.7. The parties’ rights and obligations under this section and sections entitled “Warranties”, “Remedies”, “Limitation of Liability”,
Indemnities”, “Confidentiality”, “General” and “Governing Law”, and all other provisions that by their nature are intended to
survive shall survive the expiration or earlier termination of this Customer Contract.
10.8. Upon expiration or termination of this Customer Contract or a license granted under this Customer Contract, Customer shall:
(a) cease using the applicable Services, Intellectual Property Rights and related Confidential Information of NEXION Networks;
(b) return or deliver to NEXION Networks a written certification signed by a corporate officer of Customer within thirty
(30) days after termination that Customer has destroyed, NEXION Networks’ Documentation, related Confidential Information and all copies thereof, whether or not modified or merged into other materials.
10.9. Expiry of this MCA shall not have the effect of terminating all outstanding Service Orders. The parties agree that in the event the MCA is terminated, due to expire or has expired and there are Service Orders outstanding, NEXION Networks will continue to provide the Services under the same terms as this Customer Contract until the expiry of the term of the last outstanding Service Order.
11.1. Intellectual Property Rights. The parties agree that all rights or title to or interest in all Intellectual Property which is created prior to or independent of the MCA or an Service Order shall remain the sole and exclusive property of NEXION Networks or the Customer as the case may be unless expressly provided in the Service Order. Any Intellectual Property developed during the performance of Services (“Property”), and all worldwide Intellectual Property Rights therein are the exclusive property of NEXION Networks and its Suppliers. All rights in and to the Property not expressly granted to Customer in an Service Order are reserved by NEXION Networks and its Suppliers. Nothing in an Service Order will be deemed to grant, by implication, estoppel or otherwise, a license under any of NEXION Networks’ existing or future Intellectual Property. The Customer will not remove, alter, or obscure, any proprietary notices (including copyright notices) of NEXION Networks or its Suppliers on the Property.
11.2. Compliance with Laws. Customer will comply with all applicable law including export and import control laws and regulations in its use of the Property and, in particular, Customer will not export or re-export the Property without all required government licenses and Customer agrees to comply with the export laws, restrictions, national security controls and regulations of all applicable foreign agencies or authorities. Customer will defend, indemnify, and hold harmless NEXION Networks from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
11.3. Force Majeure. Neither party shall be liable for any delays in performance of any of the obligations hereunder due to causes beyond its reasonable control including, without limitation, fire, strike, war, acts of terrorism, riots, acts of any civil or military authority, acts of God, computer viruses, internet failures, judicial action, unavailability or shortages of labour, materials or equipment, failure or delays in delivery of vendors and suppliers or delays in transportation.
11.4. Insurance. Customer agrees to take out and maintain valid and enforceable insurance policies relating to:
(a) public liability insurance for not less than $10 million; and
(b) professional indemnity insurance for not less than $10 million.
Customer will provide NEXION Networks, on the date of this Agreement and upon request, with certificates from Customer’s insurers certifying that the Customer has insurance as required by this clause.
If Customer fails to effect and/or keep in force the insurance policies specified in this clause, NEXION Networks may effect and keep in force the insurance policies and the cost of the insurance will be immediately due and payable by Customer to NEXION Networks. We may deduct the cost of the insurance from any amounts payable to Customer.
11.5. Assignment. Neither party may assign, in whole or in part any rights under this MCA or Customer Contract without the prior written consent of the other party which shall not unreasonably be withheld (excluding to any related bodies corporate of a party). Subject to the foregoing, each Customer Contract will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
11.6. Notices. All notices, consents, and approvals under any Customer Contract must be delivered in writing by courier or by certified or registered mail (postage prepaid and return recipient requested) to the other party at the address set forth on the cover page of this MCA unless otherwise directed in the relevant Customer Contract, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving written notice of the new address to the other party.
11.7. Dispute Resolution. Upon any dispute, controversy or claim between the parties, relating in any way to a Customer Contract, (except as it relates to a confidentiality violation or an Intellectual Property Right), each of the parties will designate a representative from the senior management, who (to the extent practicable) does not devote substantially all of his or her time to performance under the relevant Customer Contract, to attempt to resolve such a matter. The designated representatives will negotiate in good faith in an effort to resolve dispute over a period of thirty (90) days. If the dispute is not resolved in this 90-day period the parties shall submit the matter to binding arbitration in Perth, Western Australia in accordance with the Commercial Arbitration Act 2010 (WA), by a single arbitrator, independent of both parties, who is skilled in the legal and business aspects of the IT industry. However, if there is a dispute regarding Intellectual Property Rights or a confidentiality violation, the dispute shall be resolved with regard to Western Australian and Australian Commonwealth laws in the courts of Perth, Western Australia
11.8. Governing Law and Venue. The Customer Contract and any claims related to them will be governed by the laws of jurisdiction of Western Australia and, regarding Intellectual Property Rights or confidentiality, by Australian Commonwealth laws; such as laws that apply to contracts between residents of that state performed entirely within such state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any Customer Contract. Any dispute action or dispute proceeding arising from or relating to any Customer Contract must be brought in Perth, Western Australia. In the event of a court action or civil proceeding arising from or relating to any Customer Contract each party irrevocably submits to the jurisdiction and venue of the courts of Perth, Western Australia as the venue for any such action or proceeding.
11.9. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of any Customer Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.10. Entire Agreement. This MCA and any relevant Service Order shall jointly form the Customer Contract which is the complete agreement between the parties regarding subject matter of this MCA and the Service Order and replace any prior oral or written communications between the parties related to the Customer Contract.
11.11. Independent Contractor. In all matters relating to any Customer Contract, NEXION Networks will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party.
11.12. Severability. If any provision of any Customer Contract is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing,
11.13. Counterparts. This MCA and any Service Order may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
11.14. Press Releases. Neither party may issue press releases or make public statements or announcements regarding the other party, this MCA, any Service Order or Services without the other party’s consent.
11.15. Contra Proferentem Rule. This MCA and any Service Order may not be construed adversely to a party because that party prepared it.
11.16. Ethical Standards.
Nexion warrants, undertakes and represents that it:
(i) shall not employ or use any person below the age of 14 or 15 (depending on country) or below the legal minimum age (where this is higher) in all countries in which it operates or sources goods or services;
(ii) shall not use forced labour in any form (prison, indentured, bonded or otherwise) and staff are not required to lodge papers or deposits on starting work;
(iii) shall comply with all applicable local environmental, safety and health regulations and shall provide a safe and healthy workplace, presenting no immediate hazards to its staff;
(iv) within the customs and practices of the countries in which Nexion operates, shall not discriminate against any worker on any grounds (including race, religion, disability, age or gender);
(v) shall not engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse;
(vi) shall pay each employee at least the minimum wage, or the prevailing industry wage, (whichever is higher) and provides each employee with all legally mandated benefits;
(vii) shall comply with the laws on working hours and employment rights in the countries in which it operates;
(viii) shall comply with all relevant environmental legislation in the regions in which it operates; and
(ix) has identified all the hazardous or toxic waste that it or its contractors or agents produce and that it is confident that all waste is disposed of by competent bodies via authorised disposal routes; and
(x) supports the rights of workers to form or join trade unions which are free to meet without hindrance.
(xi) shall refrain from, and shall cause its employees, agents and subcontractors who perform the services to refrain from, paying or receiving any improper bribes, facilitation payments, gratuities or kickbacks.