Common use of Appointment of Key Sub-Contractors Clause in Contracts

Appointment of Key Sub-Contractors. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).

Appointment of Key Sub-Contractors. The Supplier Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Service Provider wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs or engages unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Service Provider shall ensure that each Key Sub-Contract shall include: provisions which will enable the Service Provider to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Service Provider; a provision enabling the Service Provider to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Service Provider; obligations no less onerous on the Key Sub-Contractor than those imposed on the Service Provider under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation set out in Clause 35 (Publicity and Branding); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Service Provider to terminate the Key Sub-Contract on notice on terms no more onerous on the Service Provider than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Service Provider under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Service Provider to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Service Provider or the Replacement Service Provider as the case may be. The Service Provider shall ensure that all Sub-Contracts contain a provision: requiring the Supplier Service Provider to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier Service Provider in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the SupplierService Provider’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The Supplier shall pay any undisputed sums which are due from it ; giving the Service Provider a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DMP Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause18.7, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 23.1 (Security Requirements), 23.2 to 23.9 (Protection of Customer Data) and 23.25 to 23.39 (Data Protection ); FOIA requirements set out in Clause 23.23 to 23.24 (Freedom of Information); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 12 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 30 (Customer Termination Rights), 32 (Termination by Either Party) and 34 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 5 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; Provide a summary of its compliance with this Clause 18.11a, such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 23.10 to 23.18 (Confidentiality) and 13 24 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 36.1 (Security Requirements), 36.2 (Protection of Customer Data) and 36.6 (Protection of Personal Data); FOIA requirements set out in Clause 36.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 45 (Customer Termination Rights), 47 (Termination by Either Party) and 49 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly aboveValid Invoice; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted Valid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 31.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 36.3 (Confidentiality) and 13 37 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly aboveValid Invoice; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted Valid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors) and in Section D of the Order Form. Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 28.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and 34.7 (Protection of Personal Data); FOIA requirements set out in Clause 34.6 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(j) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 20 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to sub-contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 12 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted ; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 28.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.4 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DMP Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause18.7, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 23.1 (Security Requirements), 23.2 to 23.9 (Protection of Customer Data) and 23.25 to 23.39 (Data Protection ); FOIA requirements set out in Clause 23.23 to 23.24 (Freedom of Information); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 12 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 30 (Customer Termination Rights), 32 (Termination by Either Party) and 34 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 5 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; Provide a summary of its compliance with this Clause 18.11a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 23.10 to 23.18 (Confidentiality) and 13 24 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: General Data Protection Regulation (GDPR) requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of GDPR); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 37.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41. (Customer Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. 22.1.1 The Authority has consented to the engagement of the Key Sub- Contractors listed in Framework Schedule 7 (Key Sub-Contractors). 22.1.2 Where during the Framework Period the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Contracting Body with whom it has entered into a Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 22.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Contracting Body may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: (a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or (c) the proposed Key Sub-Contractor employs unfit persons; and/or (d) the Supplier in their Tender in Schedule 20, stated that they would not employ sub-contractors and did not provide evidence relating to their processes and competencies relating to the selection and management of sub-contractors. 22.1.3 The Supplier shall provide the Authority and the Contracting Body with whom the Supplier has entered into a Call Off Agreement with the following information in respect of the proposed Key Sub- Contractor: (a) the proposed Key Sub-Contractor’s name, registered office and company registration number; (b) the scope/description of any Goods and/or Services to be provided by the proposed Key Sub-Contractor; (c) where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; (d) Key Sub-Contract price expressed as a percentage of the total projected Framework Price over the Framework Period; and (e) Credit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor. 22.1.4 If requested by the Authority and/or the Contracting Body with whom the Supplier has entered into a Call Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 22.1.3, the Supplier shall also provide: (a) a copy of the proposed Key Sub-Contract; and (b) any further information reasonably requested by the Authority and/or the Contracting Body with whom the Supplier has entered into a Call Off Agreement. 22.1.5 The Supplier shall ensure that all Sub-Contracts contain a provision: requiring each new or replacement Key Sub- Contract shall include: (a) provisions which will enable the Supplier to pay discharge its obligations under this Framework Agreement; (b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Authority; (c) a provision enabling the Authority to enforce the Key Sub-Contract as if it were the Supplier; (d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Authority; (e) obligations no less onerous on the Sub-Contractor within a specified period than those imposed on the Supplier under this Framework Agreement in respect of: (i) the data protection requirements set out in Clause 24.5 (Protection of Personal Data); (ii) the FOIA requirements set out in Clause 24.4 (Freedom of Information); (iii) the obligation not exceeding thirty to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 25 (30Publicity and Branding); (iv) days from the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the goods and/or services being provided under the Key Sub-Contractor shall be considered Contract, including the maintenance of Open Book Data; and (v) the conduct of audits set out in Clause 15 (Records, Audit Access and verified by Open Book Data); (vi) provisions enabling the Supplier in to terminate the Key Sub- Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 30 (Authority Termination Rights) and 32 (Consequences of Expiry or Termination) of this Framework Agreement; (f) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between all or any part of the parties to that Sub-Contract, requirements to provision of the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor Goods and/or Services provided to the Supplier shall be considered and verified by under the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Key Sub-Contractor’s invoice within thirty (30) days of receipt, or Contract without first seeking the Customer otherwise discovers the same, the Customer shall be entitled to publish the details written consent of the late or non-payment (including on Government websites and in the press)Authority.

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DPS Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Products and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable Products and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 37.1 (Security Requirements), 37.2 (Protection of Customer Data) and 37.5 (Protection of Personal Data); FOIA requirements set out in Clause 37.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Products and/or Services); the keeping of records in respect of the Products and/or Servicesbeing provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 23 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 44 (Customer Termination Rights), 46 (Termination by Either Party) and 48 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Products and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41. (Customer Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period; giving the Supplier a right to terminate the Sub-Contract if the Sub-Contractor fails to comply in the performance of the Sub-Contract with legal obligations in the fields of environmental, social or labour law; and requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-sub clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35. (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 36.1 (Security Requirements), 36.2 (Protection of Customer Data) and 36.5 (Protection of Personal Data); FOIA requirements set out in Clause 36.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 8.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 23 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 43 (Customer Termination Rights), 45 (Termination by Either Party) and 47 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. 24.2.1 The Authority has Approved the engagement of the Key Sub-Contractors listed in Schedule 16 (Key Sub- Contractors). 24.2.2 Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority (the decision to consent or not will to be unreasonably withheld or delayed). The Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if it considers that: (a) the appointment of a proposed Key Sub- Contractor may prejudice the supply of the Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and or has not provided reasonable services to its other customers; and or (c) the proposed Key Sub-Contractor employs unfit persons. 24.2.3 The Supplier shall provide the Authority with the following information in respect of the proposed Key Sub-Contractor: (a) the Key Sub-Contract price expressed as a percentage of the total projected Contract Charges over the Contract Period; and (b) the credit rating of the Key Sub-Contractor as provided by Experian. 24.2.4 Except where the Authority has given its Approval under Clause 24.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provision: requiring Contract shall include: (a) provisions which will enable the Supplier to pay discharge its obligations under this Contract; (b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub- Contract which are due from confer a benefit upon the Authority; (c) a provision enabling the Authority to enforce the Key Sub-Contract as if it were the Supplier; (d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and or obligations under the Key Sub- Contract to the Authority or any Replacement Supplier; (e) obligations no less onerous on the Key Sub- Contractor than those imposed on the Supplier under this Contract in respect of: (i) data protection requirements set out in Clauses 27.1 (Security Requirements), 27.5 (Protection of Personal Data); (ii) FOIA requirements set out in Clause 27.4 (Freedom of Information); (iii) the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 6 (Provision of Services); (iv) the keeping of records in respect of the services being provided under the Key Sub-Contractor within a specified period not exceeding thirty Contract, including the maintenance of Open Book Data; and (30v) days from the receipt conduct of a valid invoice; requiring that any invoices submitted by a audits set out in Clause 16 (Records, Audit Access & Open Book Data); (f) provisions enabling the Supplier to terminate the Key Sub-Contractor shall be considered and verified by Contract on notice on terms no more onerous on the Supplier in than those imposed on the Authority under Clauses 34 (Authority Termination Rights), 36 (Termination by Either Party) and 38 (Consequences of Expiry or Termination) of this Contract; (g) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions all or any part of the supply of the Services provided to impose, as between the parties to that Supplier under the Sub-ContractContract without first seeking the written consent of the Authority; (h) a provision, requirements where a provision in Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.

Appointment of Key Sub-Contractors. 24.2.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Schedule 17 (Key Sub-Contractors). 24.2.2 Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if it considers that: (a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or (c) the proposed Key Sub-Contractor employs unfit persons. 24.2.3 At the Authority’s request, the Supplier shall provide the Authority with the following information in respect of the proposed Key Sub-Contractor: (a) the Key Sub-Contract price expressed as a percentage of the total projected Contract Charges over the Contract Period; and (b) the credit rating of the Key Sub-Contractor as provided by an organisation specified the Authority 24.2.4 Except where the Authority has given its prior written consent under Clause 24.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provision: requiring Contract shall include: (a) provisions which will enable the Supplier to pay discharge its obligations under this Contract; (b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Authority; (c) a provision enabling the Authority to enforce the Key Sub-Contract as if it were the Supplier; (d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Authority or any Replacement Supplier; (e) obligations no less onerous on the Key Sub-Contractor within a specified period than those imposed on the Supplier under this Contract in respect of: (i) data protection requirements set out in Clauses 27.1 (Security Requirements), 27.2 (Protection of Authority Data) and 27.6 (Protection of Personal Data); (ii) FOIA requirements set out in Clause 27.5 (Freedom of Information); (iii) the obligation not exceeding thirty to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 8.1.4(m) (30Provision of Services); (iv) days from the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the Services being provided under the Key Sub-Contractor shall be considered and verified by Contract, including the maintenance of Open Book Data; (v) the conduct of audits set out in Clause 16 (Records, Audit Access & Open Book Data); (f) provisions enabling the Supplier in to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 34 (Authority Termination Rights), 36 (Termination by Either Party) and 38 (Consequences of Expiry or Termination) of this Contract; (g) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in Sub- Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract which it without first seeking the written consent of the Authority; (h) a provision, where a provision in turn awards suitable provisions Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to imposeprovide an indemnity, as between undertaking or warranty, requiring the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. 19.2.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Call off Schedule 7 (Key Sub-Contractors). 19.2.2 Where during the Call off Period the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Contracting Body with whom it has entered into a Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 19.2.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Contracting Body may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or c) the proposed Key Sub-Contractor employs unfit persons; and/or d) the Supplier in their Tender in Schedule 20, stated that they would not employ sub-contractors and did not provide evidence relating to their processes and competencies relating to the selection and management of sub-contractors. 19.2.3 The Supplier shall provide the Authority and the Contracting Body with whom the Supplier has entered into a Call Off Agreement with the following information in respect of the proposed Key Sub-Contractor: a) the proposed Key Sub-Contractor’s name, registered office and company registration number; b) the scope/description of any Goods and/or Services to be provided by the proposed Key Sub-Contractor; c) where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on usual commercial and "arm’s-length" terms; d) Key Sub-Contract price expressed as a percentage of the total projected Call off Price over the Call off Period; and e) Credit Rating Threshold (as defined in Call off Schedule 16 (Financial Distress)) of the Key Sub-Contractor. 19.2.4 If requested by the Authority and/or the Contracting Body with whom the Supplier has entered into a Call Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 19.2.3, the Supplier shall also provide: a) a copy of the proposed Key Sub-Contract; and b) any further information reasonably requested by the Authority and/or the Contracting Body with whom the Supplier has entered into a Call Off Agreement. 19.2.5 The Supplier shall ensure that all each new or replacement Key Sub-Contracts contain a provision: requiring Contract shall include: a) provisions which will enable the Supplier to pay discharge its obligations under this Call off Agreement; b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Authority; c) a provision enabling the Authority to enforce the Key Sub-Contract as if it were the Supplier; d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Authority; e) obligations no less onerous on the Sub-Contractor within a specified period than those imposed on the Supplier under this Call off Agreement in respect of: i. the data protection requirements set out in Clause 21.5 (Protection of Personal Data); ii. the FOIA requirements set out in Clause 21.4 (Freedom of Information); iii. the obligation not exceeding thirty to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 22 (30) days from Publicity and Branding); iv. the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the goods and/or services being provided under the Key Sub-Contractor shall be considered Contract, including the maintenance of Open Book Data; and v. the conduct of audits set out in Clause 14 (Records, Audit Access and verified by Open Book Data); vi. provisions enabling the Supplier in to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 27 (Authority Termination Rights) and 29 (Consequences of Expiry or Termination) of this Call off Agreement; f) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in Sub- Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Key Sub-Contract which it in turn awards suitable provisions to impose, as between without first seeking the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details written consent of the late or non-payment (including on Government websites and in the press)Authority.

Appointment of Key Sub-Contractors. 21.2.1 The Authority has consented to the engagement 21.2.1 of the Key Sub-Contractors listed in Schedule 16 (Key Sub-Contractors). 21.2.2 Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority (the decision to consent or not will to be unreasonably withheld or delayed). The Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if it considers that: (a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or (c) the proposed Key Sub-Contractor employs unfit persons. 21.2.3 The Supplier shall provide the Authority with the following information in respect of the proposed Key Sub-Contractor: (a) the Key Sub-Contract price expressed as a percentage of the total projected Contract Charges over the Contract Period; and (b) the credit rating of the Key Sub-Contractor as provided by [Dun and Bradstreet]. 21.2.4 Except where the Authority has given its prior written consent under Clause 21.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provision: requiring Contract shall include: (a) provisions which will enable the Supplier to pay discharge its obligations under this Contract; (b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Authority; (c) a provision enabling the Authority to enforce the Key Sub-Contract as if it were the Supplier; (d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub- Contract to the Authority or any Replacement Supplier; (e) obligations no less onerous on the Key Sub-Contractor within a specified period than those imposed on the Supplier under this Contract in respect of: (i) data protection requirements set out in Clauses 25.1 (Security Requirements), 27.2 (Protection of Authority Data) and 27.6 (Protection of Personal Data); (ii) FOIA requirements set out in Clause 25.5 (Freedom of Information); (iii) the obligation not exceeding thirty to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 7.2.1(l) (30Provision of Services); (iv) days from the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the services being provided under the Key Sub-Contractor shall be considered and verified by Contract, including the maintenance of Open Book Data; and (v) the conduct of audits set out in Clause 14 (Records, Audit Access & Open Book Data); (f) provisions enabling the Supplier in to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 32 (Authority Termination Rights), 36 (Termination by Either Party) and 36 (Consequences of Expiry or Termination) of this Contract; (g) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in Sub- Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract which it without first seeking the written consent of the Authority; (h) a provision, where a provision in turn awards suitable provisions Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to imposeprovide an indemnity, as between undertaking or warranty, requiring the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.]

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors) and in Section D of the Order Form. Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 28.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and Error: Reference source not found (Data Protection); FOIA requirements set out in Clause 34.6 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(j) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 20 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to sub-contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 12 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted ; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 28.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.4 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 39.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and the delivery of purchased Goods or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other Customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 39.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. 23.2.1 The Authority has consented to the engagement of the Key Sub- Contractors listed in Schedule 17 (Key Sub-Contractors). 23.2.2 Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority (the decision to consent or not will to be unreasonably withheld or delayed). The Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if it considers that: (a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or (c) the proposed Key Sub-Contractor employs unfit persons. 23.2.3 The Supplier shall provide the Authority with the following information in respect of the proposed Key Sub-Contractor: (a) the Key Sub-Contract price expressed as a percentage of the total projected Contract Charges over the Contract Period; and (b) the credit rating of the Key Sub-Contractor as provided by Dun and Bradstreet. 23.2.4 Except where the Authority has given its prior written consent under Clause 23.2.1, the Supplier shall ensure that all Sub-Contracts contain a provision: requiring each Key Sub- Contract shall include: (a) provisions which will enable the Supplier to pay discharge its obligations under this Contract; (b) a right under CRTPA for the Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Authority; (c) a provision enabling the Authority to enforce the Key Sub- Contract as if it were the Supplier; (d) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub- Contract to the Authority or any Replacement Supplier; (e) obligations no less onerous on the Key Sub-Contractor within a specified period than those imposed on the Supplier under this Contract in respect of: (i) data protection requirements set out in Clauses 28.1 (Security Requirements), 28.2 (Protection of Authority Data) and 28.6 (Protection of Personal Data); (ii) FOIA requirements set out in Clause 28.5 (Freedom of Information); (iii) the obligation not exceeding thirty to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 7.2.1(l) (30Provision of Services); (iv) days from the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the services being provided under the Key Sub-Contractor shall be considered and verified by Contract, including the maintenance of Open Book Data; and (v) the conduct of audits set out in Clause 15 (Records, Audit Access & Open Book Data); (f) provisions enabling the Supplier in to terminate the Key Sub- Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 35 (Authority Termination Rights), 37 (Termination by Either Party) and 39 (Consequences of Expiry or Termination) of this Contract; (g) a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions all or any part of the provision of the Services provided to impose, as between the parties to that Supplier under the Sub-ContractContract without first seeking the written consent of the Authority; (h) a provision, requirements where a provision in Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Key Sub- Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. 10A The Supplier shall only be entitled to sub-contract its obligations to the Key Sub-contractors listed in Framework Schedule 7 (Key Sub-Contractors) where such Key Sub-contractors are set out in the Order Form. Where during the Term the Supplier wishes to enter into a Key Sub‑contract or replace a Key Sub‑contractor, it must obtain the prior written consent of CCS and the Buyer, such consent not to be unreasonably withheld or delayed. For these purposes, CCS and/or the Buyer may withhold its consent to the appointment of a Key Sub‑contractor if it reasonably considers that: the appointment of a proposed Key Sub‑contractor may prejudice the provision of the Services or may be contrary to the interests of the Buyer; the proposed Key Sub‑contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub‑contractor employs unfit persons; and/or the proposed Key Sub-contractor should be excluded in accordance with Clause 15.22 (Termination of sub-contracts). The Buyer consents to the appointment of the Key Sub‑contractors listed in Attachment 4.3 (Notified Key Sub-contractors). Except where the Buyer has given its prior written consent, the Supplier shall ensure that all Sub-Contracts contain a provisioneach Key Sub‑contract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Contract; a right under CRTPA for the Buyer to enforce any undisputed sums provisions under the Key Sub-contract which are due from capable of conferring a benefit upon the Buyer; a provision enabling the Buyer to enforce the Key Sub‑contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub‑contract to the SubBuyer or any Replacement Supplier without restriction (including any need to obtain any consent or approval) or payment by the Buyer; obligations no less onerous on the Key Sub‑contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 20 (Buyer Data and Security Requirements) and 23 (Protection of Personal Data); FOIA requirements set out in Clause 22 (Transparency and Freedom of Information); the obligation not to embarrass the Buyer or otherwise bring the Buyer into disrepute set out in Clause 5.5(m) (Services); the keeping of records in respect of the services being provided under the Key Sub‑contract, including the maintenance of Open Book Data; and the conduct of Audits set out in Part C of Schedule 7.5 (Financial Reports and Audit Rights); provisions enabling the Supplier to terminate the Key Sub‑contract on notice on terms no more onerous on the Supplier than those imposed on the Buyer under Clauses 33.1(a) (Termination by the Buyer) and 34.4 (Payments by the Buyer) and Schedule 7.2 (Payments on Termination) of this Contract; a provision restricting the ability of the Key Sub‑contractor to sub‑contract all or any part of the services provided to the Supplier under the Key Sub‑contract without first seeking the written consent of the Buyer; a provision enabling the Supplier or the Buyer to appoint a Remedial Adviser on substantially the same terms as are set out in Clause 29 (Remedial Adviser); a provision enabling the Supplier, the Buyer or any other person on behalf of the Buyer to step-Contractor within in on substantially the same terms as are set out in Clause 30 (Step-in Rights); a specified period not exceeding thirty (30) days from provision requiring the receipt Key Sub‑contractor to participate in, and if required by the Buyer in the relevant Multi-Party Procedure Initiation Notice to procure the participation of all or any of its Sub‑contractors in, the Multi-Party Dispute Resolution Procedure; and a provision requiring the Key Sub‑contractor to: promptly notify the Supplier and the Buyer in writing of any of the following of which it is, or ought to be, aware: the occurrence of a valid invoiceFinancial Distress Event in relation to the Key Sub‑contractor; requiring that or any invoices submitted by fact, circumstance or matter of which it is aware which could cause the occurrence of a SubFinancial Distress Event in relation to the Key Sub‑contractor, and in any event, provide such notification within 10 Working Days of the date on which the Key Sub‑contractor first becomes aware of such); and co-Contractor shall be considered and verified by operate with the Supplier and the Buyer in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing order to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements give full effect to the same provisions of Schedule 7.4 (Financial Distress), including meeting with the Supplier and the Buyer to discuss and review the effect as those required by sub-clauses 5.17.1 of the Financial Distress Event on the continued performance and 5.17.2 directly above; delivery of the Services, and conferring a right contributing to and complying with the Customer to publish Financial Distress Remediation Plan, and providing the Supplier’s compliance with its obligation to pay undisputed invoices within the information specified payment periodat paragraph 4.3(b)(ii) of Schedule 7.4 (Financial Distress). The Supplier shall pay not terminate or materially amend the terms of any undisputed sums Key Sub‑contract without the Buyer's prior written consent, which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, unreasonably withheld or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)delayed.

Appointment of Key Sub-Contractors. 22.2.1 The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 2 (Key Sub-Contractors). 22.2.2 Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-contractor if either of them considers that: a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; b) the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or c) the proposed Key Sub-Contractor employs unfit persons. 22.2.3 Except where the Authority and the Customer have given their prior written consent under Clause 22.2.1, the Supplier shall use all reasonable endeavours to ensure that all each Key Sub-Contracts contain a provision: requiring Contract shall include: a) provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; b) a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which confer a benefit upon the Customer; c) a provision enabling the Customer to enforce the Key Sub- Contract as if it in turn awards suitable provisions were the Supplier; d) a provision enabling the Supplier to imposeassign, as between novate or otherwise transfer any of its rights and/or obligations under the parties to that Key Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; e) obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay respect of: (i) data protection requirements set out in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 24.1 (ConfidentialitySecurity Requirements), 24.3 (Customer Data) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 38.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of: