1.1.1 If title in the Equipment provided by Inspire to the Member does not vest in Inspire, the Member shall return un-paid-for equipment to Ingenico on first demand and shall supply to Ingenico immediately all necessary access and information free of any use restrictions to recover possession of the unpaid-for Equipment.
1.1.2 Ingenico shall, to the extent permitted by law, have the right to enter the premises of Members in order to immediately recover the Equipment.
1.1.3 The Member shall:
(a) ensure that the Equipment is kept in good and proper working condition, fair wear and tear excepted; and
(b) not make without the prior written consent of Ingenico any alterations or improvements to the Equipment; and
(c) operate and maintain the Equipment in accordance with any supporting user manuals and documentation and manufacturer’s instructions from time to time.
1.2.1 Ingenico Software (any software embedded into the Equipment) is sub-licenced to the Member by Inspire.
1.2.2 Ingenico Software is the property of Ingenico and that the Member shall not reverse engineer, decipher, decompile, alter, modify, copy, translate, develop, add to, or analyse the Ingenico Software, or sub licence or assign its right to use the Ingenico Software to any third party; and
1.2.3 The Member must not use the Ingenico Software for any purpose other than their own use and as an integral part of the Equipment; and
1.2.4 The Member must not transfer the licence of the Ingenico Software or purport to do so to any third party;
1.2.5 Ingenico can enforce its intellectual property rights against any Members that breaches the terms of the sub-licence.
1.3.1 SIMs are supplied for use solely on the Equipment, and for the purpose for which the Equipment is supplied by Ingenico.
1.3.2 SIMs shall not be transferred between units of Equipment. SIMs must not be removed from the Equipment and must not be used for any other purpose other than the proper functioning of the Equipment.
1.3.3 Ingenico may immediately, without notice, disable or suspend any SIM at any time in the case of any suspected misuse of the SIM, provided that notice is provided as soon as practicable. Ingenico shall have no liability in the event that it disables or suspends the SIM as aforesaid.
1.3.4 Ingenico shall have no liability for any failure or malfunction or degradation, of, to, and in, the SIM, but will replace a non-functioning SIM upon request from Inspire.
1.3.5 Ingenico shall have no liability for any failure of, or degradation to or in, any telecommunications network.
1.4 In relation to each SIM delivered by Ingenico under this Agreement, Members must:
1.4.1 take reasonable precautions to prevent the theft or loss of, or damage to that SIM;
1.4.2 not sell, offer for sale, assign, mortgage, charge, pledge, hire out, loan or part with possession of that SIM;
1.4.3 not remove alter or obscure any text or label on or forming part of that SIM;
1.4.4 not act in any way that might damage that SIM, or the telecommunications network of the owner of that SIM;
1.4.5 not copy, reverse engineer or modify that SIM;
1.4.6 comply with all statutory requirements in relation to that SIM;
1.4.7 reasonably ensure that the SIMs are used only in accordance with the provisions of this Agreement;
1.4.8 notify Ingenico immediately if it becomes aware of any misuse or loss or theft of any SIM; and
1.4.9 comply with all reasonable instructions of Ingenico in relation to the SIMs.