Common use of Act 1998 Clause in Contracts

Act 1998. The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer. Recovery of Sums Due Wherever under this Call Off Contract any sum of money is recoverable from or payable by the Supplier (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of this Call Off Contract), the Customer may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Supplier under this Call Off Contract or under any other Call Off Agreement or other agreement between the Supplier and the Customer. Any overpayment by either Party, whether of the Call Off Contract Charges or of VAT or otherwise, shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpayment. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has a valid court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. All payments due shall be made within the time period set out in Clause 22.2.1 unless otherwise specified in this Call Off Contract, in cleared funds, to such bank or building society account as the recipient Party may from time to time direct. Euro Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 22.4.1 by the Supplier. [KEY PERSONNEL Where Key Personnel is included in the Order Form, the Parties have agreed to the appointment of the Key Personnel. The Supplier shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. Unless otherwise agreed by the Customer in writing, the Supplier shall provide the Customer with at least one (1) Month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its decision to Approve the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-Contractor. The Supplier acknowledges and agrees that the persons designated as Key Personnel from time to time are essential to the proper provision of the Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. The Customer may also require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.] STAFF AND STAFFING SECURITY Staff The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Customer’s Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Customer’s Premises. If the Supplier fails to comply with Clause 24.1.2 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Customer’s Premises and as to whether the Supplier has failed to comply with Clause 24.1.2 shall be final and conclusive. [Relevant Convictions This Clause shall apply if the Customer has so specified in the Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services , has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record.] [Additional Staffing Security This Clause 24.3 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall comply with the Staff Vetting Procedures in respect of all or part of the Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer that will be used to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the Call Off Commencement Date, the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer. The Supplier shall provide training on a continuing basis for all Staff in compliance with the Security Policy and Security Management Plan (if any).] [TRAINING This Clause 25 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall provide training to the Customer's personnel in respect of the use and maintenance of the Services as the Customer has specified in the Order Form. The Call Off Contract Charges shall include the cost of any training and instruction of the Customer's personnel in respect of the use and maintenance of the Services.] [TUPE AND PENSIONS If the Customer has so specified in the Order Form, the provisions set out in Parts A and/or B or C (as specified by the Customer) of Call Off Schedule 9 (TUPE & Pensions) shall apply. Parts D and E of Call Off Schedule 9 (TUPE & Pensions) shall apply unless specified otherwise by the Customer in the Order Form.]

Act 1998. The Supplier shall accept not suspend the Government Procurement Card as a means supply of payment for the Services where such card if any payment is agreed with overdue unless it is entitled to terminate this agreement under clause 30.4 for failure to pay undisputed charges. The Charges are stated exclusive of VAT, which shall be added at the Customer to be prevailing rate as applicable and paid by the Council following delivery of a suitable means of paymentvalid VAT invoice. The Supplier shall indemnify the Council against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Council at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement. The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be solely liable chargeable to pay any merchant fee levied the Council pursuant to this agreement. Such records shall be retained for using inspection by the Government Procurement Card and shall not be entitled to recover this charge Council for 6 (SIX) years from the Customerend of the Contract Year to which the records relate. Recovery Where the Supplier enters into a Sub-Contract with a supplier or contractor for the purpose of Sums Due Wherever under this Call Off performing the agreement, it shall cause a term to be included in such a Sub-Contract any sum that requires payment to be made of money is recoverable from or payable undisputed sums by the Supplier (including to the Sub-Contractor within a specified period not exceeding 30 days from the receipt of a valid invoice, as defined by the Sub-Contract requirements. The Council may retain or set off any sum which sums owed to it by the Supplier is liable to pay to the Customer in respect of which have fallen due and payable against any breach of this Call Off Contract), the Customer may unilaterally deduct that sum from any sum then due, or which at any later time may become sums due to the Supplier under this Call Off Contract agreement, or under any other Call Off Agreement or other agreement between pursuant to which the Supplier and the Customer. Any overpayment by either Party, whether or any Associated Company of the Call Off Contract Charges Supplier provides goods or of VAT or otherwise, shall be a sum of money recoverable by services to the Party who made the overpayment from the Party in receipt of the overpaymentCouncil. The Supplier shall make any payments due to the Customer Council without any deduction Deduction whether by way of set-off, counterclaim, discount, abatement or otherwise otherwise, unless the Supplier has a valid court order requiring an amount equal to such deduction to be paid by the Customer Council to the Supplier. All payments For the avoidance of doubt, the Supplier acknowledges and accepts that the Charges due shall be made within the time period set out in Clause 22.2.1 unless otherwise specified in this Call Off Contract, in cleared funds, to such bank or building society account as the recipient Party may from time to time direct. Euro Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, provided under the Supplier Agreement shall be implemented paid by the Supplier free London Borough of charge to Bromley via the CustomerService Provider, acting as the Council’s payment agent. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 22.4.1 by the Supplier. [SERVICE CREDITS - NOT USED KEY PERSONNEL Where Key Personnel is included Each party shall appoint the persons named as such in Schedule 5 as the Order Form, individuals who shall be responsible for the Parties have agreed matters allocated to the appointment of the such Key Personnel. The Key Personnel shall be those people who are identified by each party as being key to the success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the Council to act on behalf of their respective party on the matters for which they are expressed to be responsible. The Supplier shall and shall procure that any Sub-Contractor shall not remove or replace any of the Key Personnel during the Call Off Contract Period without Approval. Unless otherwise agreed unless: requested to do so by the Customer Council; the person is on long-term sick leave; the element of the Services in writing, respect of which the individual was engaged has been completed to the Council's satisfaction; the person resigns from their employment with the Supplier; or the Supplier shall provide obtains the Customer with at least one (1) Month's prior written notice consent of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its decision to Approve the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-ContractorCouncil. The Supplier acknowledges shall inform the Council of the identity and agrees that background of any replacements for any of the persons designated as Key Personnel from time to time are essential to the proper provision of the Services to the Customeras soon as a suitable replacement has been identified. The Supplier Council shall be entitled to interview any such person and may object to any such proposed appointment within 5 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any reason. Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) 20 Working Days and that any Days. Any replacement shall be as qualified and experienced as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Council becoming aware of the role becoming vacant. The Customer Council may also require the Supplier to remove remove, or procure the removal of, any of its Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.] STAFF AND STAFFING SECURITY Staff The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence wouldwhom it considers, in the its reasonable opinion of the Customeropinion, to be undesirable. At the Customerunsatisfactory for any reason which has a material impact on such person's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Customer’s Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Customer’s Premisesresponsibilities. If the Supplier fails to comply with Clause 24.1.2 within three (3) weeks of replaces the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Customer’s Premises and as to whether the Supplier has failed to comply with Clause 24.1.2 shall be final and conclusive. [Relevant Convictions This Clause shall apply if the Customer has so specified in the Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether Key Personnel as a result consequence of a police check or through the Criminal Records Bureau procedures or otherwise)this clause 13, is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services , has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record.] [Additional Staffing Security This Clause 24.3 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall comply with the Staff Vetting Procedures in respect of all or part of the Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer that will be used to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the Call Off Commencement Date, the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer. The Supplier shall provide training on a continuing basis for all Staff in compliance with the Security Policy and Security Management Plan (if any).] [TRAINING This Clause 25 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall provide training to the Customer's personnel in respect of the use and maintenance of the Services as the Customer has specified in the Order Form. The Call Off Contract Charges shall include the cost of any training and instruction of the Customer's personnel in respect of the use and maintenance of the Services.] [TUPE AND PENSIONS If the Customer has so specified in the Order Form, the provisions set out in Parts A and/or B or C (as specified effecting such replacement shall be borne by the Customer) of Call Off Schedule 9 (TUPE & Pensions) shall apply. Parts D and E of Call Off Schedule 9 (TUPE & Pensions) shall apply unless specified otherwise by the Customer in the Order FormSupplier.]

Act 1998. The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer. Recovery of Sums Due Wherever under this Call Off Contract any sum of money is recoverable from or payable by the Supplier (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of this Call Off Contract), the Customer may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Supplier under this Call Off Contract or under any other Call Off Agreement or other agreement between the Supplier and the Customer. Any overpayment by either Party, whether of the Call Off Contract Charges or of VAT or otherwise, shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpayment. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has a valid court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. All payments due shall be made within the time period set out in Clause 22.2.1 unless otherwise specified in this Call Off Contract, in cleared funds, to such bank or building society account as the recipient Party may from time to time direct. Euro Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 22.4.1 by the Supplier. [KEY PERSONNEL Where Key Personnel is included in the Order Form, the Parties have agreed to the appointment of the Key Personnel. The Supplier shall and shall procure that any Sub-Contractor shall [not remove or replace any Key Personnel during the Call Off Contract Period without Approval. Unless otherwise agreed by the Customer in writing, the Supplier shall provide the Customer with at least one (1) Month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its decision to Approve the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-Contractor. The Supplier acknowledges and agrees that the persons designated as Key Personnel from time to time are essential to the proper provision of the Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. The Customer may also require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.] used; STAFF AND STAFFING SECURITY Staff The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Customer’s Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Customer’s Premises. If the Supplier fails to comply with Clause 24.1.2 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Customer’s Premises and as to whether the Supplier has failed to comply with Clause 24.1.2 shall be final and conclusive. TRAINING [Relevant Convictions This Clause shall apply if the Customer has so specified in the Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services , has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record.used] [Additional Staffing Security This Clause 24.3 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall comply with the Staff Vetting Procedures in respect of all or part of the Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer that will be used to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the Call Off Commencement Date, the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer. The Supplier shall provide training on a continuing basis for all Staff in compliance with the Security Policy and Security Management Plan (if any).] [TRAINING This Clause 25 shall apply if the Customer has so stipulated in a Further Competition Procedure. The Supplier shall provide training to the Customer's personnel in respect of the use and maintenance of the Services as the Customer has specified in the Order Form. The Call Off Contract Charges shall include the cost of any training and instruction of the Customer's personnel in respect of the use and maintenance of the Services.] [TUPE AND PENSIONS If the Customer has so specified in the Order Form, the provisions set out in Parts A and/or B or C (as specified by the Customer) of Call Off Schedule 9 (TUPE & Pensions) shall apply. Parts D and E of Call Off Schedule 9 (TUPE & Pensions) shall apply unless specified otherwise by the Customer in the Order Form.[not used]

Act 1998. The Supplier Service Provider shall accept not suspend the Government Procurement Card as a means supply of payment for the Services where such card if any payment is agreed with the Customer overdue unless it is entitled to be a suitable means of paymentterminate this agreement under clause 29.5 for failure to pay undisputed charges. The Supplier Charges are stated exclusive of VAT, which shall be solely liable to pay any merchant fee levied for using added at the Government Procurement Card prevailing rate (if applicable) and shall not be entitled to recover this charge from the Customer. Recovery of Sums Due Wherever under this Call Off Contract any sum of money is recoverable from or payable paid by the Supplier Authority following delivery of a valid VAT invoice. The Service Provider shall indemnify the Authority against any liability (including any sum interest, penalties or costs directly and reasonably incurred) which is levied, demanded or assessed on the Supplier is liable to pay to the Customer Authority at any time in respect of any breach of this Call Off Contract), the Customer may unilaterally deduct that sum from any sum then dueService Provider's failure to account for, or to pay, any VAT relating to payments made to the Service Provider under this agreement. The Service Provider shall maintain complete and accurate records of, and supporting documentation for, all amounts which at may be chargeable to the Authority pursuant to this agreement. Such records shall be retained for inspection by the Authority for seven years from the end of the Contract Year to which the records relate. Where the Service Provider enters into a Sub-Contract with a supplier or contractor for the purpose of performing the agreement, it shall cause a term to be included in such a Sub-Contract that requires payment to be made of undisputed sums by the Service Provider to the Sub-Contractor within a specified period not exceeding 30 days from the receipt of a valid invoice, as defined by the Sub-Contract requirements. The Authority may retain or set off any later time may become sums owed to it by the Service Provider which have fallen due and payable against any sums due to the Supplier Service Provider under this Call Off Contract agreement or under any other Call Off Agreement agreement pursuant to which the Service Provider provides goods or other agreement between services to the Supplier and the Customer. Any overpayment by either Party, whether of the Call Off Contract Charges or of VAT or otherwise, shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpaymentAuthority. The Supplier Service Provider shall make any payments due to the Customer Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise otherwise, unless the Supplier Service Provider has a valid court order requiring an amount equal to such deduction to be paid by the Customer Authority to the SupplierService Provider. All payments due In addition to the Charges the Service Provider shall be made within eligible to receive Incentive Payment calculated and paid in accordance with the time period set out provisions of Part 2 of Schedule 4. Staff Key personnel Each party shall appoint the persons named as such in Clause 22.2.1 unless otherwise specified in this Call Off Contract, in cleared funds, Schedule 5 as the individuals who shall be responsible for the matters allocated to such bank or building society account as the recipient Party may from time to time direct. Euro Any requirement of Law to account for the Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 22.4.1 by the Supplier. [KEY PERSONNEL Where Key Personnel is included in the Order Form, the Parties have agreed to the appointment of the Key Personnel. The Supplier Key Personnel shall be those people who are identified by each party as being key to the success of the implementation and/or operation of the Services and who shall procure that any Sub-Contractor be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. The Service Provider shall not remove or replace any of the Key Personnel during the Call Off Contract Period without Approval. Unless otherwise agreed unless: reasonably requested to do so by the Customer in writing, Authority; the Supplier shall provide person is on long-term sick leave; the Customer with at least one (1) Month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its decision to Approve the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-Contractor. The Supplier acknowledges and agrees that the persons designated as Key Personnel from time to time are essential to the proper provision element of the Services in respect of which the individual was engaged has been completed to the CustomerAuthority's satisfaction; the person resigns from their employment with the Service Provider; or the Service Provider obtains the prior written consent of the Authority not to be unreasonably withheld. The Supplier Service Provider shall inform the Authority of the identity and background of any replacements for any of the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may reasonably object to any such proposed appointment within five Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any reason. Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) Working Days and that any Days. Any replacement shall be as qualified and experienced as, or more more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has they have replaced. A temporary replacement shall be identified with immediate effect from the Service Provider or the Authority becoming aware of the role becoming vacant. The Customer Authority may also require the Supplier Service Provider to remove remove, or procure the removal of, any of its Key Personnel that whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. If the Customer considers in any respect unsatisfactory. The Customer shall not be liable for Service Provider replaces the Key Personnel as a consequence of this clause 13, the cost of replacing any Key Personnel.] STAFF AND STAFFING SECURITY Staff The Customer may, effecting such replacement shall be borne by written notice the Service Provider. Other personnel used to provide the Supplier, refuse to admit onto, or withdraw permission to remain onservices At all times, the Customer’s PremisesService Provider shall ensure that: any member each of the Staff; or any person employed or engaged by any member Service Provider's Personnel is suitably qualified, adequately trained and capable of providing the Staff, whose admission or continued presence would, applicable Services in the reasonable opinion respect of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Customer’s Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract engaged; there is an adequate number of Service Provider's Personnel to provide the Services properly; only those people who are authorised by the Service Provider (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries all of the Customer’s Premises shall Service Provider's Personnel comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Customer’s Premises. If the Supplier fails to comply with Clause 24.1.2 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always Authority's policies including those that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue apply to the Customer. The decision of the Customer as to whether any person is to be refused persons who are allowed access to the Customer’s Premises applicable Authority's Premises. The Authority may refuse to grant access to, and as to whether remove, any of the Supplier has Service Provider's Personnel who do not comply with any such policies, or if they otherwise present a security threat. The Service Provider shall replace any of the Service Provider's Personnel who the Authority reasonably decides have failed to comply carry out their duties with Clause 24.1.2 reasonable skill and care. Following the removal of any of the Service Provider's Personnel for any reason, the Service Provider shall be final ensure such person is replaced promptly with another person with the necessary training and conclusive. [Relevant Convictions This Clause shall apply if skills to meet the Customer has so specified in requirements of the Order FormServices. The Supplier Service Provider shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through maintain up-to-date personnel records on the Criminal Records Bureau procedures or otherwise), is employed or Service Provider's Personnel engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services , has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record.] [Additional Staffing Security This Clause 24.3 shall apply if and, on request, provide reasonable information to the Customer has so stipulated in a Further Competition ProcedureAuthority on the Service Provider's Personnel. The Supplier Service Provider shall comply with ensure at all times that it has the Staff Vetting Procedures in respect of all or part of the Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer that will be used right to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the Call Off Commencement Date, the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer. The Supplier shall provide training on a continuing basis for all Staff these records in compliance with the Security Policy and Security Management Plan (if any).] [TRAINING This Clause 25 shall apply if the Customer has so stipulated in a Further Competition Procedureapplicable Data Protection Legislation. The Supplier Service Provider shall provide training use its best endeavours to ensure continuity of personnel and to ensure that the Customer's personnel turnover rate of its staff engaged in respect of the use and maintenance provision or management of the Services is at least as good at the Customer has specified prevailing industry norm for similar services, locations and environments. Unless the Authority agrees otherwise, anyone providing advice and support to customers on behalf of the Service Provider is deemed to be fulfilling the functions of an International Trade Adviser (“ITA”). No one except an ITA can carry out the functions of an ITA. An ITA can only be appointed following completion of the Authority’s assessment procedures and the Authority must agree the appointment of anyone as an ITA. Tupe The parties agree that the provisions of Schedule 9 shall apply to any Relevant Transfer of staff on the commencement of this agreement and/or its termination or partial termination. Without prejudice to the generality of clause 15.1 and Schedule 9 (and in addition to its legal obligation to provide employee liability information under regulation 11 of TUPE prior to a subsequent service provision change) the Service Provider will provide the Authority with the Service Provider’s Provisional Staff List and the Staffing Information (as defined in Schedule 9) whenever requested to do so in writing by the Authority (provided that the Authority shall not make such request at a frequency greater than once every 6 months); and no earlier than four months and no later than three months prior to the expiry of the Initial Term or any Extension Period determined in accordance with clause 3.1; and within one week of the Exit Management Plan coming into effect. Contract management Reporting and meetings The Service Provider shall provide the Management Reports including financial Reports in the Order Form. The Call Off Contract Charges shall include form and at the cost of any training and instruction of the Customer's personnel in respect of the use and maintenance of the Services.] [TUPE AND PENSIONS If the Customer has so specified in the Order Form, the provisions intervals set out in Parts A and/or B or C (Schedule 5. The Authorised Representatives and relevant Key Personnel shall meet in accordance with the details set out in Schedule 5 and the Service Provider shall, at each meeting, present its previously circulated Management Reports in the format set out in that Schedule. The Authorised Representatives shall have the right to attend Service Provider board meetings as specified observers where topics relevant to the delivery of the Services are being discussed. Monitoring The Authority may monitor the performance of the Services by the Customer) of Call Off Schedule 9 (TUPE & Pensions) Service Provider. The Service Provider shall applyco-operate, and shall procure that its Sub-Contractors co-operate, with the Authority in carrying out the monitoring referred to in clause 17.1 at no additional charge to the Authority. Parts D and E of Call Off Schedule 9 (TUPE & Pensions) shall apply unless specified otherwise Where requested by the Customer Authority, the Service Provider shall supply to the Authority and to Cabinet Office such information and advice relating to the management of this agreement as the Authority or Cabinet Office may require. The information and advice referred to in clause 17.3 may include, but is not limited to, the following: Line Item Amount, Invoice Line Description, Invoice Line Number, Currency Code, Order Form.]Date, VAT Inclusion Flag, VAT Rate, List Price, Number of Items, Unit of Purchase Quantity, Price per Unit, Supplier Service Code, Service description and/or name, UNSPSC Code, Taxonomy Code and/or Name, Geographical, Project Code, Project description, Project Start Date, Project Delivery Date (Estimate and Actual), Total project cost and Project Stage. The information referred to in clause 17.3 shall be supplied in such form and within such timescales as the Authority or Cabinet Office may reasonably require. The Service Provider agrees that the Authority may provide Cabinet Office with information relating to the Services procured and any payments made under this agreement. Upon receipt of the information supplied by the Service Provider in response to a request under clause 17.3 the Service Provider hereby consents to Cabinet Office: