Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. The Contractor warrants and represents that:- ‫it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes to the Customer that: it has full capacity and authority and all necessary consents consents, licences, permissions (includingstatutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform the Contract and that the its obligations under this Call Off Contract; this Call Off Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the this Call Off Contract it has not committed any Fraud; in entering this Call Off Contract it has not committed or agreed to commit a Prohibited Act including any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; in entering this Call Off Contract it has no knowledge, that: in connection with it, any money or other inducement has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person engaged or employed by or on behalf of the Customer in connection with this Call Off Contract; and an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Call Off Contract; this Call Off Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable Standards; as at the Call Off Commencement Date, all information information, statements and representations contained in the Tender remains for the Goods and/or Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Call Off Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be deemed repeated in this Call Off Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Call Off Contract; it is not subject to any contractual obligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the this Call Off Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Call Off Contract and shall maintain the Contract; same in full force and effect. The Supplier also warrants, represents and undertakes to the Customer that: in the three (3) years prior to the date of Call Off Commencement Date (or from when the Contract: ‫it Supplier was formed if in existence for less than three (3) years prior to the Call Off Commencement Date): it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Call Off Contract; and for the ContractCall Off Contract Period that all Staff will be vetted in accordance with the Staff Vetting Procedures and Good Industry Practice; It shall at all times during this Call Off Contract comply with its obligations in Clause 14 (Standards and Quality). For the avoidance of doubt, the fact that any provision within this Call Off Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a Material Breach. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Call Off Contract are material and are designed to induce the Customer into entering into it; and the Customer has been induced into entering into this Call Off Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. The Contractor warrants and represents that:- ‫it that: it has full capacity and capacity, authority and all necessary consents (includingconsent, where its procedures so require, including the consent of its parent company) , where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised authorized representative of the Contractor; in entering as of the date the Contract it has not committed any Fraud; as at the Commencement Datebecomes effective, all information contained in the Tender Contractor’s bid or proposal remains true, accurate and not misleading, save as except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities of any jurisdiction in which the Services shall be performed under this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might have a material adverse effect on its that could adversely affect the Contractor’s ability to perform its obligations the Services under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services under the Contract; no proceeding nor has the Contractor done or other steps have been taken and omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; it has not discharged (nor, to the best of its knowledge, are threatened) filed nor is it facing proceedings for the winding up of the Contractor its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, or has obtained or is able financial statements and other records relevant to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations the Contractor under the Contract, or otherwise have these accounts and records audited externally, as the Fund may deem necessary; in the three (3) years prior to the date of the Contract: ‫it and it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contractregulations.

Warranties and Representations. The Contractor warrants and represents that:- ‫it that: it has full capacity and capacity, authority and all necessary consents (includingconsent, where its procedures so require, including the consent of its parent company) , where applicable, and that it possesses the necessary licenses, permits, and power to enter into execute and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised authorized representative of the Contractor; in entering as of the date the Contract it has not committed any Fraud; as at the Commencement Datebecomes effective, all information contained in the Tender Contractor’s bid or proposal remains true, accurate and not misleading, save as except those that the Contractor may have been specifically disclosed in writing to the Authority prior Fund before signing the Contract; it is in compliance with, and shall continue to execution comply with, all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities of any jurisdiction in which the Services shall be performed under this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefprogress, pending or being threatened against it the Contractor or any of its assets which will or might have a material adverse effect on its that could adversely affect the Contractor’s ability to perform its obligations the Services and provide the Related Goods under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its obligation that would adversely affect the Contractor’s ability to perform its obligations the Services and provide the Related Goods under the Contract; no proceeding nor has the Contractor done or other steps have been taken and omitted to do anything that could adversely affect its assets, financial condition or position as a going business concern; it has not discharged (nor, to the best of its knowledge, are threatened) filed nor is it facing proceedings for the winding up of the Contractor its business or for its dissolution dissolution, insolvency, bankruptcy, or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns. The Contractor expressly warrants its financial viability and shall permit the Fund to inspect the Contractor’s accounts, or has obtained or is able financial statements and other records relevant to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations the Contractor under the Contract, or otherwise have these accounts and records audited externally, as the Fund may deem necessary; in the three (3) years prior to the date of the Contract: ‫it and it has conducted undertaken all financial accounting and reporting activities in compliance in all material respects with required under the generally accepted accounting principles that apply to it the Contractor and in any the country where it files accounts; it is registered and has been in full compliance complied with all applicable securities and tax laws and regulations regulations. The Contractor further warrants that the Services shall be provided in good faith, with due professional care and in a manner that meets or exceeds prevailing industry standards and that the jurisdiction in which it is establishedServices and/or Related Goods do not infringe any third party trade secret, copy right, patent or trademark. The Contractor warrants that Related Goods supplied under this Contract have no defect/s arising from design, materials, workmanship; or damage resulting from any act or omission of the Contractor and/or the Contractor-Related Person, or those that may develop under normal use of the Related Goods, and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contractthat they will be fit for their intended purpose.

Warranties and Representations. The Contractor warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information Information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Client prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its the Contractor’s knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsContractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) 3 years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws Laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. Professional Indemnity The Contractor shall effect and maintain appropriate professional indemnity insurance cover during the Contract Period and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Services do the same. To comply with its obligations under this Clause and as a minimum, the Contractor shall ensure professional indemnity insurance held by the Contractor and by any agent, sub-contractor or consultant involved in the supply of the Services has a limit of indemnity of not less than for each individual claim or such higher limit as the Client may reasonably require (and as required by Law) from time to time. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 12 Months thereafter. Any excess or deductibles under the insurance referred to in Clause F3.1 shall be the sole and exclusive responsibility of the Contractor or the Contractor’s agents, professional consultants or sub-contractors, as applicable. The terms of any insurance or the amount of insurance cover shall not relieve the Contractor of any liabilities arising under the Contract. The Contractor shall, on request, provide the Client with copies of all insurance policies referred to in Clause F3.1 or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by this Clause then the Client may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor.

Warranties and Representations. The Contractor Supplier warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the ContractContract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. DEFAULT, DISRUPTION AND TERMINATION Termination on insolvency and change of control The Authority may terminate the Contract with immediate effect by giving notice in writing where the Supplier is a company and in respect of the Supplier: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Supplier shall notify the Authority immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“change of control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform the its obligations under this Contract and that the this Contract is executed by a duly authorised representative of the Contractorindividual; in entering the this Contract it has not committed any Fraudoffence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information contained in the SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the this Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract.. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Xxx 0000 or section 11B of the Supply of Goods and Services Xxx 0000; breach of any obligation under the Data Protection Laws; or any liability to the extent it cannot be limited or excluded by Law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract; or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives. The Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under this Contract or failure by the Purchaser to take reasonable endeavours to mitigate the effects of any loss or damage covered by this clause. The Purchaser shall indemnify the Service Provider in respect of all claims, proceedings, actions, damages, fines, costs, expenses or other liabilities which may arise out of, or in consequence of, a breach of Data Protection Laws where the breach is a direct result of the Service Provider acting in accordance with the Purchaser’s specific written instructions. This indemnity provision shall not apply if the Service Provider: acts on the Purchaser’s specific written instructions but fails to notify the Purchaser in accordance with clause 13.12.3 (Data Protection); or fails to comply with any other obligation under the Contract. Guidance notes: Clause 58.4 provides an indemnity in limited circumstances where the Service Provider suffers a loss as a direct consequence of specific instructions from the Purchaser to do something under data protection law. It is subject to the Service Provider notifying the Purchaser that it thinks the instructions are in breach of data protection law. Offering an indemnity on this limited basis is intended to provide a commercial balance to the unlimited liability which the Service Provider will be subject to in accordance with the liability provisions in the event of a data protection breach. Subject always to clause 58.1, the liability of either Party to the other for Defaults under or in connection with this Contract shall in no event exceed [INSERT APPROPRIATE SUM – SEE GUIDANCE NOTES BELOW] for any one incident or series of related incidents annually (for that purpose counting from the Commencement Date), provided that the Service Provider’s liability in relation to the following clauses shall be unlimited:

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorProvider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in their submission to both the Request to Participate and the Invitation to Tender remains for the Goods, Services and/or Works (if applicable) are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to LPP and the Authority Customer prior to execution of the ContractContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Provider's assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Goods, Services and/or Works (if applicable) shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it Contract:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.and

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorService Provider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the ContractContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. A42.1. The Contractor Provider warrants and represents that:- ‫it that: it has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets; in entering the this Contract it has not committed any Fraud; as at all reasonably material information supplied by it to the Commencement DateTrust leading to the execution of this Contract is, all information contained in the Tender remains trueto its reasonable knowledge and belief, true and accurate and it is not misleading, save as may aware of any material facts or circumstances which have not been specifically disclosed in writing to the Authority prior Trust which would, if disclosed, be likely to execution have an adverse effect on a reasonable a reasonable NHS Trust’s decision whether or not to contract with the Provider substantially on the terms of the this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractService Commencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects aspects with the generally accepted accounting principles that apply to it in any country county where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which would or could have a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under this Contract; and no proceedings or other steps have been taken and not discharged (nor, to the Contractbest of its knowledge are threatened) for the winding up of the Provider or for its dissolution of for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: It has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets; in entering the this Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B20. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. The Contractor Supplier warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority ConstructionSkills prior to execution of this Contract and it will advise ConstructionSkills of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it is approved or accredited by Relevant Awarding Bodies for the Contractprovision of the Services; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the this Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect affect on its ability to perform its obligations under the this Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Contract; the ContractServices shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the this Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the this Contract.

Warranties and Representations. The Contractor Service Provider warrants and represents undertakes that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorService Provider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the ContractContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be supplied and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. for the duration of the Contract Period that all personnel used to provide the Services will be vetted in accordance with Good Industry Practice, the Security Policy and the Standards.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes to the Contracting Body that: it has full capacity and authority Authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Contracting Body prior to execution of the Contract and it will advise the Contracting Body of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Response and Tender shall be deemed repeated in this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect affect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of Commencement Date (or for such shorter period as the Contract: ‫it Supplier has been in existence): it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; and for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Contracting Body may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Contracting Body into entering into this contract; and the Contracting Body has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein.

Warranties and Representations. The Contractor Supplier warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the ContractContract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. DEFAULT, DISRUPTION AND TERMINATION Termination on insolvency and change of control The Authority may terminate the Contract with immediate effect by giving notice in writing where the Supplier is a company and in respect of the Supplier: a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Supplier shall notify the Authority immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“change of control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: It has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party, or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets; in entering the Contract this Contract, it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Commissioned Service warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party, or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B20. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: It has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets ; in entering the this Contract it has not committed any Fraud; as at the Commencement Date, all reasonably material information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing supplied by it to the Authority prior during the award procedure leading to the execution of this Contract is, to its reasonable knowledge and belief, true and accurate and it is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms of this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing on going business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause 25 are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes to the Customer that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect affect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.; and for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. LIABILITIES

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorProvider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains Response for the provision of the Goods and Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the ContractContract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Goods and Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract its obligations under this Agreement; this Agreement is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract into this Agreement it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contractthis Agreement; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under this Agreement; all Staff used to provide the Contract; Services will be vetted in the three (3) years prior to the date of the Contract: ‫it has conducted all financial accounting and reporting activities in compliance in all material respects accordance with the generally accepted accounting principles that apply to it in any country where it files accountsGood Industry Practice; it has been in full compliance with and will continue to hold all applicable securities and tax laws and regulations in necessary regulatory approvals (if any) from the jurisdiction in which it is establishedRegulatory Bodies necessary to perform the Supplier's obligations under this Agreement; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under this Agreement. Mistakes in Information The Supplier shall be responsible for the Contractaccuracy of all drawings, documentation and information supplied to the Commissioner by the Supplier in connection with the supply of the Services and shall pay the Commissioner any extra costs occasioned by any discrepancies, errors or omissions therein.

Warranties and Representations. The Contractor Supplier warrants and represents to the Council and the Agent that:- ‫it it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and to perform the Contract its obligations under this Agreement and that the Contract any Call-Off Contract; this Agreement is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract into this Agreement it has not committed any FraudProhibited Act; as at the Commencement Date, all information information, statements and representations contained in the Supplier’s Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Council and/or Agent prior to the execution of this Agreement and it will promptly advise the ContractCouncil and/or Agent of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of the Agreement; it has not caused or induced any person to enter such agreement referred to in Clause 21.1.5 above; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Agreement; it is not subject to any contractual obligation, compliance with which is likely to have a material adverse an effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contractthis Agreement; in the three (3) years prior to the date of the Contract: ‫it Commencement Date:- it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done performed any act or omitted omission with respect to do anything its financial accounting or reporting which could have a material an adverse effect on its assets, financial condition or the Supplier's position as an ongoing on-going business concern or its ability to fulfil its obligations under the Contractthis Agreement.

Warranties and Representations. The Contractor warrants hereby warrants, represents and represents that:- ‫it undertakes to the Authority that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its any parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in clause 33.5; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. The Contractor warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information contained in the Tender tender submitted during the tender process remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, knowledge are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights intellectual property rights that are necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it Commencement Date it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes to the Customer that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Tender shall be deemed repeated in the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect affect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.; and for the Contract Period, that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. LIABILITIES

Warranties and Representations. The Contractor warrants hereby warrants, represents and represents that:- ‫it undertakes to the Agency that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its any parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Agency prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; in the three ([3) ] years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in Clause 1.113; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender including pricing models, implementation plans and delivery plans are to the best of its knowledge, information and belief, true and accurate and that it will advise the Agency of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. The Contractor warrants and represents that:- ‫it that: It has full capacity and authority Purchaser and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorindividual; in In entering the Contract it has not committed any Fraudoffence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2012; as It has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; As at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract; no No claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it It is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it It owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in In the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; It has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; It is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date; It has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; There are no actual or potential conflicts between the interests of the Contractor and the duties owed to the Purchaser under the Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract; and It is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises.

Warranties and Representations. 35.1 The Contractor warrants hereby warrants, represents and represents that:- ‫it undertakes to the Participant that: it has full capacity and authority Participant and all necessary consents (including, including where its procedures so require, the consent of its any parent company) to enter into and perform its obligations under the Call-off Contract and that the Call-off Contract is executed by a duly authorised representative of the Contractor; in entering the Call-off Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contractfraud; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Call-off Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Call-off Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Call-off Contract; in the three (3) years prior to the date of the Contract: ‫it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with and will continue to hold all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted necessary (if any) approvals from Regulatory Bodies necessary to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil perform its obligations under this Call-off Contract; it shall at all times comply with the Law in carrying out its obligations under this Call-off Contract.

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform the its obligations under this Contract and that the this Contract is executed by a duly authorised representative of the Contractorindividual; in entering the this Contract it has not committed any Fraudoffence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the this Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract.. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Xxx 0000 or section 11B of the Supply of Goods and Services Xxx 0000; breach of any obligation under the Data Protection Laws; or any liability to the extent it cannot be limited or excluded by Law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract; or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives. The Service Provider shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Purchaser or by breach by the Purchaser of its obligations under this Contract or failure by the Purchaser to take reasonable endeavours to mitigate the effects of any loss or damage covered by this clause. The Purchaser shall indemnify the Service Provider in respect of all claims, proceedings, actions, damages, fines, costs, expenses or other liabilities which may arise out of, or in consequence of, a breach of Data Protection Laws where the breach is a direct result of the Service Provider acting in accordance with the Purchaser’s specific written instructions. This indemnity provision shall not apply if the Service Provider: acts on the Purchaser’s specific written instructions but fails to notify the Purchaser in accordance with clause 13.12.3 (Data Protection); or fails to comply with any other obligation under the Contract. Guidance notes: Clause 58.4 provides an indemnity in limited circumstances where the Service Provider suffers a loss as a direct consequence of specific instructions from the Purchaser to do something under data protection law. It is subject to the Service Provider notifying the Purchaser that it thinks the instructions are in breach of data protection law. Offering an indemnity on this limited basis is intended to provide a commercial balance to the unlimited liability which the Service Provider will be subject to in accordance with the liability provisions in the event of a data protection breach. Subject always to clause 58.1, the liability of either Party to the other for Defaults under or in connection with this Contract shall in no event exceed [INSERT APPROPRIATE SUM – SEE GUIDANCE NOTES BELOW] for any one incident or series of related incidents annually (for that purpose counting from the Commencement Date), provided that the Service Provider’s liability in relation to the following clauses shall be unlimited:

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractorindividual; in entering the Contract it has not committed any Fraudoffence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities; as at the Commencement Date, all information contained in the ESPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information provided by the Purchaser; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under the Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of the Contract; and it is deemed to have inspected any premises at which the services are to be performed as set out in the Specification (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract.

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform the its obligations under this Contract and that the this Contract is executed by a duly authorised representative of the Contractorindividual; in entering the this Contract it has not committed any Fraudoffence under the Xxxxxxx Xxx 0000 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Xxx 0000, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information contained in the SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the this Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Statement of Requirements (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Xxx 0000 or section 11B of the Supply of Goods and Services Xxx 0000; or any liability to the extent it cannot be limited or excluded by Law. Guidance notes: Clause 58.1 lists those areas where each party’s liability to the other party cannot be limited by law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in each case in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives.

Warranties and Representations. The Contractor warrants and represents that:- ‫it ‫‍it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it ‫‍it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it ‫‍it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorService Provider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Client prior to execution of the ContractContract and it will advise the Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: It has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets; in entering the this Contract it has not committed any Fraud; as at the Commencement Date, all reasonably material information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing supplied by it to the Authority prior during the award procedure leading to the execution of this Contract is, to its reasonable knowledge and belief, true and accurate and it is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms of this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B21. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: It has full capacity and authority to enter into this Contract and all necessary consents (includingConsents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, where its procedures so requireany Law, the consent or any agreement to which it is a party or which is binding on it or any of its parent company) to enter into and perform the Contract and that the Contract is executed by a duly authorised representative of the Contractorassets; in entering the this Contract it has not committed any Fraud; as at the Commencement Date, all reasonably material information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing supplied by it to the Authority prior during the award procedure leading to the execution of this Contract is, to its reasonable knowledge and belief, true and accurate and it is not aware of any material facts or circumstances which have not been disclosed to the Authority which would, if disclosed, be likely to have an adverse effect on a reasonable public sector entity’s decision whether or not to contract with the Provider substantially on the terms of this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and beliefknowledge, pending nothing will have, or threatened against it or any of its assets which will or might have is likely to have, a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject has the right to any contractual obligations, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding or other steps have been taken permit disclosure and not discharged (nor, to the best use of its knowledge, are threatened) Confidential Information for the winding up purpose of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) 3 years prior to the date of the ContractCommencement Date: ‫it It has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it It has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it It has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing on going business concern or its ability to fulfil its obligations under this Contract; and No proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider’s assets or revenue. The Authority warrants and represents that: it has full power and authority to enter into this Contract and all necessary approvals and consents have been obtained and are in full force and effect; its execution of this Contract does not and will not contravene or conflict with its constitution, any Law, or any agreement to which it is a party or which is binding on it; it has the right to permit disclosure and use of Confidential Information for the purpose of this Contract; and to the best of its knowledge, nothing will have, or is likely to have, a material adverse effect on its ability to perform its obligations under this Contract. The warranties set out in this clause B21. are given on the Commencement Date and repeated on every day during the term of this Contract.

Warranties and Representations. The Contractor Service Provider warrants and represents that:- ‫it that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform the its obligations under this Contract and that the this Contract is executed by a duly authorised representative of the Contractorindividual; in entering the this Contract it has not committed any Fraudoffence under the Bribery Act 2010 or of fraud or uttering at common law or any other kind referred to in the Public Contracts (Scotland) Regulations 2015; it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or committed any breach of the Data Protection Laws by unlawfully Processing Personal Data in connection with any blacklisting activities; as at the Commencement Date, all information contained in the SPD and Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Purchaser prior to execution of the this Contract; no claim is being asserted and no litigation, arbitration alternative dispute resolution procedure or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the this Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the this Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorService Provider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the this Contract; in the three (3) years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract; it has made appropriate inquiries (for example as regards the Purchaser’s premises) so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract; it is familiar with the Purchaser’s policies concerning Baseline Personnel Security Standard clearance, Disclosure Scotland checks, and health and safety and fire as they apply at the Commencement Date; it has in place appropriate technical and organisational measures to safeguard any Purchaser Protected Information, Purchaser Confidential Information, and the Purchaser Data; there are no actual or potential conflicts between the interests of the Service Provider and the duties owed to the Purchaser under this Contract, save as may have been specifically disclosed in writing to the Purchaser prior to execution of this Contract; and it is deemed to have inspected any premises at which the Services are to be performed as set out in the Statement of Requirements (the ‘Premises’) before tendering so as to have understood the nature and extent of the Services to be carried out and is deemed to be satisfied in relation to all matters connected with the Services and the Premises. Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort. If the Service Provider is unable to give any of the warranties it raises the question of whether they should be awarded the Contract. Limitation of Liability and Indemnity Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 11B of the Supply of Goods and Services Act 1982; or any liability to the extent it cannot be limited or excluded by Law. Guidance notes: Clause 58.1 lists those areas where each party’s liability to the other party cannot be limited by law. Subject to clauses 58.3 and 58.5, the Service Provider shall indemnify the Purchaser and keep the Purchaser indemnified fully against all Losses which may arise out of, or in consequence of, the supply and/or commissioning of the Services, or the late or purported supply and/or commissioning of the Services, or the performance or non-performance by the Service Provider of its obligations under this Contract or the presence of the Service Provider and/or the Service Provider Representatives on the Purchaser premises, including in each case in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice negligently given or negligently omitted to be given by the Service Provider, or any other loss which is caused directly or indirectly by any act or omission of the Service Provider or Service Provider Representatives.

Warranties and Representations. The Contractor Supplier warrants and represents that:- ‫it it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information information, statements and representations contained in the Tender remains for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the ContractContract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorSupplier’s assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. DEFAULT, DISRUPTION AND TERMINATION Termination on insolvency and change of control The Authority may terminate the Contract with immediate effect by giving notice in writing where the Supplier is a company and in respect of the Supplier: a proposal is made for a voluntary arrangement within Part I of the Insolvency Xxx 0000 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Xxx 0000; or a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or it is or becomes insolvent within the meaning of section 123 of the Insolvency Xxx 0000; or being a “small company” within the meaning of section 247(3) of the Companies Xxx 0000, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Xxx 0000; or any event similar to those listed in 9.1.1 (a)-(g) occurs under the law of any other jurisdiction. The Supplier shall notify the Authority immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Xxx 0000 (“change of control”). The Authority may terminate the Contract by notice in writing with immediate effect within six (6) months of: being notified that a change of control has occurred; or where no notification has been made, the date that the Authority becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control.

Warranties and Representations. The Contractor Provider warrants and represents that:- ‫it that: it has full capacity and authority Council and all necessary consents (including, including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the ContractorProvider; in entering the Contract it has not committed any Fraud; as at the Commencement Date, all information contained in the Tender (if applicable) remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority Council prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the ContractorProvider’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the three (3) 3 years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.and

Warranties and Representations. The Contractor warrants hereby warrants, represents and represents that:- ‫it undertakes to the Authority that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its any parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in clause 33.5; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s [Tender / insert names of any other documents to be warranted correct – e.g. pricing models, implementation plans, delivery plans] are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.

Warranties and Representations. The Contractor warrants Supplier warrants, represents and represents that:- ‫it undertakes to the Customer that: it has full capacity and authority and all necessary consents licences, permissions (includingstatutory, regulatory, contractual or otherwise) (including where its procedures so require, the consent of its parent companyParent Company) to enter into and perform its obligations under the Contract and that Contract; the Contract is executed by a duly authorised representative of the ContractorSupplier; in entering the Contract it has not committed any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; This Contract shall be performed in compliance with all Laws (as amended from time to time) and all applicable Standards; as at the Commencement Date, all information information, statements and representations contained in the Tender remains and the PQQ Response for the Services are true, accurate and not misleading, misleading save as may have been specifically disclosed in writing to the Authority Customer prior to execution of the Contract and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the PQQ Response and Tender shall be deemed repeated in this Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on affect its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material an adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Supplier's assets or revenue; it owns, or has obtained or is able to obtain, obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the ContractContract and shall maintain the same in full force and effect; The Supplier warrants represents and undertakes to the Customer that: the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; it shall discharge its obligations hereunder (including the provision of the Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures; in the three (3) years Years prior to the date of the ContractCommencement Date: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material an adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under the Contract.; and for the Contract Period that all Staff will be vetted in accordance with Good Industry Practice, the Security Policy and the Quality Standards. at all times in connection with the Contract it shall be an independent contractor and nothing in the Contract shall create a relationship of agency or partnership or a joint venture between the Customer and the Supplier and accordingly the Supplier shall not be authorised to bind the Customer. It shall use its best endeavours to ensure that all Temporary work-seekers supplied under the Contract, comply with the obligations imposed on the Temporary work-seekers by the Temporary work-seekers Legislation. For the avoidance of doubt, the fact that any provision within this Contract is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Contract are material and are designed to induce the Customer into entering into this contract; and the Customer has been induced into entering into this Contract and in doing so has relied upon the warranties, representations and undertakings contained herein. LIABILITIES

Warranties and Representations. The Contractor warrants hereby warrants, represents and represents that:- ‫it undertakes to the Authority that: it has full capacity and authority and all necessary consents (including, including where its procedures so require, the consent of its any parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; in entering the Contract it has not committed any Fraudfraud; as at the Commencement Date, all information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; it is not subject to any contractual obligationsobligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceeding proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it owns, or has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are is necessary for the performance of its obligations under the Contract; in the three (3) years prior to the date of the Contract: ‫it it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities and tax laws and regulations Law in the jurisdiction in which it is established; and ‫it it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing on-going business concern or its ability to fulfil its obligations under the Contract; all Staff were recruited and vetted in such a way as to allow the Contractor to give the warranty and undertaking and make the representation set out in clause 33.5; it has and will continue to hold all the necessary (if any) approvals from Regulatory Bodies necessary to perform its obligations under this Contract; as at the Commencement Date all statements and representations in the Contractor’s Tender are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading; and it shall at all times comply with the Law in carrying out its obligations under this Contract.