Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors). 25.1.2 Where during the Panel 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 Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers 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 Panel Services or may be contrary to its interests; (b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or (c) the proposed Key Sub-Contractor employs unfit persons. 25.1.3 The Supplier shall provide the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and (e) NOT USED 25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract. 25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include: (a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement; (b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of: i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data); ii. the 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 28 (Publicity and Branding); iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data); (f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement; (g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Panel Agreement for the Provision of Rail Legal Services
Appointment of Key Sub-Contractors. 25.1.1 26.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 26.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Contract Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.326.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 26.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 26.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.326.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement.
25.1.5 26.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 28.4 (Protection of Personal Data);
(ii. ) the FOIA requirements set out in Clause 27.4 28.3 (Transparency and Freedom of Information);
(iii. ) the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 28 29 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 19 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 34 (Authority Termination Rights) and 35 36 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement for the Provision of Managed Learning Service
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.334.1.6, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses (Security Requirements), (Protection of Customer Data) and (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 (Transparency and Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 12.(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 26. (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 46. (Authority Customer Termination Rights), 48. (Termination by Either Party) and 35 50. (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; and a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 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
Appears in 1 contract
Samples: Call Off Contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Authority(s) with whom it has entered into a Legal Services Contract Call-Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Authority(s) 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 Panel Vehicle Hire Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services Services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Authority(s) with whom the Supplier has entered into a Legal Services Contract 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 Panel Vehicle Hire 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Authority(s) with whom the Supplier has entered into a Legal Services ContractCall-Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Authority(s) with whom the Supplier has entered into a Legal Services ContractCall-Off Agreement.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Sub- Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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-Sub- Contract to the Authority;
(e) obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal Data);
(ii. ) the 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 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Vehicle Hire Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) provisions enabling the Supplier to terminate the Key Sub-Sub- Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Vehicle Hire Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. : the data protection requirements set out in Clause 25.5 27.4 (Protection of Personal Data);
ii. ; the FOIA requirements set out in Clause 27.4 27.3 (Transparency and Freedom of Information);
iii. ; the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 28 (Publicity and Branding);
iv. ; the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement for the Provision of Apprenticeship Training and Related Services
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers CSL with whom it has entered into a Legal Services Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers CSL 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers CSL with whom the Supplier has entered into a Legal Services Call Off Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers CSL with whom the Supplier has entered into a Legal Services Call Off Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. : the data protection requirements set out in Clause 25.5 27.4 (Protection of Personal Data);
ii. ; the FOIA requirements set out in Clause 27.4 27.3 (Transparency and Freedom of Information);
iii. ; the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 28 (Publicity and Branding);
iv. ; the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement for the Provision of Apprenticeship Training and Related Services
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 . The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract 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 Panel Goods and 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 Panel Framework Price over the Panel Framework Period; and
and Credit Rating Threshold (eas defined in Framework Schedule 16 (Financial Distress)) NOT USED
25.1.4 of the Key Sub-Contractor. If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data);
ii. the 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 28 (Publicity and Branding);
iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel 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 Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers 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 Panel Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data);
ii. the 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 28 27.5.1 (Publicity and Branding);
iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Panel Agreement for the Provision of General Legal Services
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.330.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 35.1 (Security Requirements), 35.2 (Protection of Customer Data) and 35.5 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 35.4 (Transparency and Freedom of Information);
iii. ; the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 28 36.3 (Publicity and Branding);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 22 (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 42 (Authority Customer Termination Rights), 44 (Termination by Either Party) and 35 46 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 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
Appears in 1 contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Contract Call Off Agreement and/ or Lease Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Contract Call Off Agreement and/ or Lease 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement and/ or Lease Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement and/ or Lease Agreement.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal Data);
(ii. ) the 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 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors).
25.1.2 47.3.1 Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Contract Sub-contract or replace a Key Sub-Contractorcontractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting Authority, such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority consent not to consent or not will not be unreasonably withheld or delayed. The For these purposes, the Authority and/or the Panel Customers may reasonably withhold their its consent to the appointment of a Key Sub-Contractor contractor if either of them it reasonably considers that:
(a) the appointment of a proposed Key Sub-Contractor contractor may prejudice the provision of the Panel Services or may be contrary to its intereststhe interests of the Authority;
(b) the proposed Key Sub-Contractor contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or;
(c) the appointment of the proposed Key Sub-contractor would constitute an Adverse Financial Event;
(d) the proposed Key Sub-Contractor contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract with the following information in respect of the proposed Key Sub-Contractor:; and/or
(ae) the proposed Key Sub-Contractor’s name, registered office and company registration number;contractor should be excluded in accordance with Clause 47.8.
(b) 47.3.2 The Authority consents to the scope/description appointment of any Panel Services to be provided by the proposed Key Sub-Contractor;
contractors listed in Schedule 4.3 (c) where the proposed Notified Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of contractors).
47.3.3 Except where 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3given its prior written consent, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract contract which confer are capable of conferring a benefit upon the Authority;
(c) a provision enabling the Authority to enforce the Key Sub-Contract 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 contract to the Authority or any Replacement Supplier without restriction (including any need to obtain any consent or approval) or payment by the Authority;
(e) obligations no less onerous on the Key Sub-Contractor contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data);
ii. the 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 28 (Publicity and Branding);
iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Service and Maintenance Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Goods and/or Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 41 (Authority Customer Termination Rights), 43 (Termination by Either Party) and 35 44 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 (a) and (b) 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; 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 director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 34.3 (Confidentiality) and 35 (Publicity and Branding) 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).
Appears in 1 contract
Samples: Call Off Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Goods and/or Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 41 (Authority Customer Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 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 (a) and (b) directly above; and conferring a right to the Customer to publish the Suppliers 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; 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 34.3 (Confidentiality) and 35 (Publicity and Branding) 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).
Appears in 1 contract
Samples: Call Off Contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Sub- Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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-Sub- Contract to the Authority;
(e) obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal Data);
(ii. ) the 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 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Contract Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal Data);
(ii. ) the 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 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and/or Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Call Off Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Sub- Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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-Sub- Contract to the Authority;
(e) obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.4 (Protection of Personal Data);
(ii. ) the FOIA requirements set out in Clause 27.4 27.3 (Transparency and Freedom of Information);
(iii. ) the obligation not to embarrass the Authority or otherwise bring the Authority into disrepute set out in Clause 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Services goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) provisions enabling the Supplier to terminate the Key Sub-Sub- Contract on notice on terms no more onerous on the Supplier than those imposed on the Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.330.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 35.1 (Security Requirements), 35.2 (Protection of Customer Data) and 35.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 35.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 22. (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 42. (Authority Customer Termination Rights), 44. (Termination by Either Party) and 35 46. (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 (a) and (b) 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; 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 30.3.2, 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 shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 35.3 (Confidentiality) and 36. (Publicity and Branding) 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).
Appears in 1 contract
Samples: Order Form
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers 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 Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 . The Supplier shall provide the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) and NOT USED
25.1.4 USED If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data);
ii. the 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 28 (Publicity and Branding);
iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Panel Agreement
Appointment of Key Sub-Contractors. 25.1.1 29.2.1 The Contracting Authority has and the Contracting Authority have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Sub- Contractors).
25.1.2 29.2.2 Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Sub- Contractor, it must obtain the prior written consent of the Contracting Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Contracting Authority (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Contracting Authority and/or the Panel Customers Contracting Authority may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customersContracting Authorities; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide 29.2.3 Except where the Contracting Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Contracting 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Sub- Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel AgreementCall Off Contract;
(b) a right under CRTPA for the Contracting Authority to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Contracting Authority;
(c) a provision enabling the Contracting 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-Sub- Contract to the AuthorityContracting Authority or any Replacement Supplier;
(e) obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the (i) data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Contracting Authority Data) and 34.6 (Protection of Personal Data);
(ii. the ) FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
(iii. ) the obligation not to embarrass the Contracting Authority or otherwise bring the Contracting Authority into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Services);
(iv. ) the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and;
v. (v) the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) 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 Contracting Authority under Clauses 33 41 (Contracting Authority Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel AgreementCall Off Contract;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Contracting Authority;
(h) 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 Contracting Authority, Former Supplier or the Replacement Supplier as the case may be.
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Contract Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers Contracting Authority 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 Panel Goods and Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Contract 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 Panel Goods and 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 Panel Price Call Off price over the Panel Call Off Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Framework Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Framework Agreement in respect of:
i. (i) the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal DataData Protection);
(ii. ) the 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 28 (Publicity and Branding);
(iv. ) the keeping of records in respect of the Panel Services goods and services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. (v) the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Framework Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Goods and Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 ) and in Section D of the Order Form. Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their 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 Panel Goods and Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.328.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and 34.7 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.6 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.(j) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 20. (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 41. (Authority Customer Termination Rights), 43. (Termination by Either Party) and 35 45. (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Contract sub-contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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; and
Appears in 1 contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement DPS Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Goods and/or Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Contract ; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Goods and/or Services);
iv. ; the keeping of records in respect of the Panel Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 41 (Authority Customer Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Contract ; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Goods and/or Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 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 (a) and (b) directly above; and conferring a right to the Customer to publish the Suppliers 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; 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 34.3 (Confidentiality) and 35 (Publicity and Branding) 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).
Appears in 1 contract
Samples: Contract Order Form and Contract Terms for Goods and/or Services (Non Ict)
Appointment of Key Sub-Contractors. 25.1.1 The Contracting Authority has and the Contracting Authority have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Contracting Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Contracting Authority (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Contracting Authority and/or the Panel Customers Contracting Authority may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customersContracting Authorities; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Contracting Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Contracting 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Contracting Authority to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Contracting Authority;
(c) ; a provision enabling the Contracting 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) Contracting Authority or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Contracting Authority Data) and 34.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Contracting Authority or otherwise bring the Contracting Authority into disrepute set out in Clause 28 7.(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 21. (Records, Audit Access and & Open Book Data);
(f) ; 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 Contracting Authority under Clauses 33 41. (Contracting Authority Termination Rights), 43. (Termination by Either Party) and 35 45. (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Contracting Authority;; 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 Contracting Authority, Former Supplier or the Replacement Supplier as the case may be.
Appears in 1 contract
Samples: Framework Agreement
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel 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 Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers 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 Panel Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. : the data protection requirements set out in Clause 25.5 27.5 (Protection of Personal Data);
ii. ; the 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 28 (Publicity and Branding);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. and the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;
Appears in 1 contract
Samples: Panel Agreement for the Provision of General Legal Services
Appointment of Key Sub-Contractors. 25.1.1 29.2.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 29.2.2 Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide 29.2.3 Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Sub- Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel AgreementCall Off Contract;
(b) a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the AuthorityCustomer;
(c) a provision enabling the Authority Customer 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-Sub- Contract to the AuthorityCustomer or any Replacement Supplier;
(e) obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the (i) data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data);
(ii. the ) FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
(iii. ) the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Services);
(iv. ) the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and;
v. (v) the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) 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 Authority Customer under Clauses 33 41 (Authority Customer Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel AgreementCall Off Contract;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the AuthorityCustomer;
(h) 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.
Appears in 1 contract
Appointment of Key Sub-Contractors. 25.1.1 The Authority has and the Customer have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Customer (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Authority and/or the Panel Customers Customer may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Customer have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Authority Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Authority;
(c) Customer; a provision enabling the Authority Customer 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) Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.4 (Freedom of Information);
iii. ; the obligation not to embarrass the Authority Customer or otherwise bring the Authority Customer into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) ; 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 Authority Customer under Clauses 33 41 (Authority Customer Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;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 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
Appears in 1 contract
Samples: Call Off Order Form and Call Off Terms for Services (Non Ict)
Appointment of Key Sub-Contractors. 25.1.1 The Authority has consented to the engagement of the Key Sub-Sub- Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 Where during the Panel Framework Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers Contracting Authority with whom it has entered into a Legal Services Contract Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers ContractingAuthority may reasonably withhold their consent to the appointment of a Key Sub-Sub- Contractor if either of them considers that:
(a) the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or
(c) the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide the Authority and the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Panel Framework Price over the Panel Framework Period; and
(e) NOT USEDCredit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor.
25.1.4 If requested by the Authority and/or the Panel Customers Contracting Authority with whom the Supplier has entered into a Legal Services ContractCall Off Agreement, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to Clause 25.1.3, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) a right under CRTPA for the Authority to enforce any provisions under the Key Sub-Contract which 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 Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement in respect of:
i. the data protection requirements set out in Clause 25.5 (Protection of Personal Data);
ii. the 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 28 (Publicity and Branding);
iv. the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 (Records, Audit Access and Open Book Data);
(f) 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 Authority under Clauses 33 (Authority Termination Rights) and 35 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Authority;ten
Appears in 1 contract
Appointment of Key Sub-Contractors. 25.1.1 The Contracting Authority has and the Contracting Authority have consented to the engagement of the Key Sub-Contractors listed in Panel Agreement Framework Schedule 7 (Key Sub-Contractors).
25.1.2 . Where during the Panel Period the Supplier wishes to enter into a new Key Sub- Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Contracting Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at Contracting Authority (the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or otherwise not will not to be unreasonably withheld or delayed). The Contracting Authority and/or the Panel Customers Contracting Authority may reasonably withhold their its consent to the appointment of a Key Sub-Contractor if either any of them considers that:
(a) : the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests;
(b) ; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customersContracting Authorities; and/or
(c) and/or the proposed Key Sub-Contractor employs unfit persons.
25.1.3 The Supplier shall provide . Except where the Contracting Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract 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 Panel 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 Contracting 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 Panel Price over the Panel Period; and
(e) NOT USED
25.1.4 If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within ten (10) Working Days of receipt of the information provided by the Supplier pursuant to have given their prior written consent under Clause 25.1.329.2.1, 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 Panel Customers with whom the Supplier has entered into a Legal Services Contract.
25.1.5 The Supplier shall ensure that each new or replacement Key Sub-Contract shall include:
(a) : provisions which will enable the Supplier to discharge its obligations under this Panel Agreement;
(b) Call Off Contract; a right under CRTPA for the Contracting Authority to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Contracting Authority;
(c) ; a provision enabling the Contracting 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) Contracting Authority or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Panel Agreement Call Off Contract in respect of:
i. the : data protection requirements set out in Clause 25.5 Clauses 34.1 (Security Requirements), 34.2 (Protection of Contracting Authority Data) and 34.6 (Protection of Personal Data);
ii. the ; FOIA requirements set out in Clause 27.4 34.5 (Freedom of Information);
iii. ; the obligation not to embarrass the Contracting Authority or otherwise bring the Contracting Authority into disrepute set out in Clause 28 7.1.4(l) (Publicity and BrandingProvision of Services);
iv. ; the keeping of records in respect of the Panel Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and
v. the conduct of audits set out in Clause 18 21 (Records, Audit Access and & Open Book Data);
(f) ; 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 Contracting Authority under Clauses 33 41 (Contracting Authority Termination Rights), 43 (Termination by Either Party) and 35 45 (Consequences of Expiry or Termination) of this Panel Agreement;
(g) Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Sub-Contract all or any part of the provision of the Panel Services provided to the Supplier under the Key Sub-Contract without first seeking the written consent of the Contracting Authority;; 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 Contracting Authority, Former Supplier or the Replacement Supplier as the case may be.
Appears in 1 contract
Samples: Framework Agreement