Common use of Appointment of Sub-Contractors Clause in Contracts

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.218.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2 18.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.318.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; Contract the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: The Supplier may proceed with the proposed appointment if the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2Clause18.2; and any further information requested by the Customer pursuant to Clause 29.1.318.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 18.7 to 18.9 (Appointment of Key Sub-Contractors). The Supplier expressly agrees that it shall not charge, or pass on charges in any way, for the Supplier may proceed with the proposed appointmentmanagement and supervision of any Sub-Contractor.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" length terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.228.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 28.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.328.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.228.1.2; and any further information requested by the Customer pursuant to Clause 29.1.328.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 28.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier Service Provider shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier Service Provider is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier Service Provider any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier Service Provider shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the SupplierService Provider, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the SupplierService Provider’s notice issued pursuant to Clause 29.1.2, the Supplier Service Provider shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the SupplierService Provider’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs or engages unfit persons, in which case, the Supplier Service Provider shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier Service Provider that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the SupplierService Provider’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier Service Provider may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.231.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 31.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.331.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.231.1.2; and any further information requested by the Customer pursuant to Clause 29.1.331.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 31.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Products and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to Products and/or Servicesto be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.231.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 31.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.331.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Products and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable Products and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.231.1.2; and any further information requested by the Customer pursuant to Clause 29.1.331.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 31.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.236.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 36.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.336.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.236.1.2; and any further information requested by the Customer pursuant to Clause 29.1.336.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 37 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer Contracting Authority or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer Contracting Authority and provide the Customer Contracting Authority with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer Contracting Authority that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer Contracting Authority within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the CustomerContracting Authority. The Customer Contracting Authority may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer Contracting Authority under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customersContracting Authorities; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer Contracting Authority has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer Contracting Authority pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Contracting Authority and the Customer Contracting Authority in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.229.1.4(b), the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3Error: Reference source not found), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.229.1.4(b); and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Call-Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Call-Off Contract. Prior to sub-contacting any of its obligations under this Call Call-Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.226.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 26.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3)26.1.3, object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Call-Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customersCustomers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.226.1.2; and any further information requested by the Customer pursuant to Clause 29.1.326.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 26.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the ServicesGoods and the delivery of purchased Goods; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting contracting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services Goods and the delivery of purchased Goods to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.238.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 38.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.338.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services Goods and the delivery of purchased Goods or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.238.1.2; and any further information requested by the Customer pursuant to Clause 29.1.338.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 39 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.238.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 38.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.338.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.238.1.2; and any further information requested by the Customer pursuant to Clause 29.1.338.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 39 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. ; and it shall ensure that prior to permitting any Sub-Contractor to engage in the Services, the Sub-Contractor shall enter into a contract with the Supplier containing the terms noted in Schedule [ ] (Assignment Terms (Limited Company)) to this Call-Off Contract, If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.230.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 30.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.330.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.230.1.2; and any further information requested by the Customer pursuant to Clause 29.1.330.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 30.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.:

Appointment of Sub-Contractors. The Supplier shall exercise due skill Authority and care in the selection Customer have consented to the engagement of any the Sub-Contractors to ensure that listed in Framework Schedule 7 (Sub-Contractors). Where the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer wishes to the Customer or any Replacement Supplier any of its rights and/or obligations under each enter into a new Key Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed or replace a Sub-Contractor’s name, registered office it must obtain the prior written consent of the Authority and company registration number; the scope of any Services Customer (the decision to consent or otherwise not to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of unreasonably withheld or delayed). The Authority and/or the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information may reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object withhold its consent to the appointment of the relevant a Sub-Contractor if they consider any of them considers that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to the interests respectively of the Customer under this Call Off Contractits interests; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier ensure that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed each Key Sub-Contract is not shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which shall require confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of the Goods and Services); the keeping of records in respect of the Goods and Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and Services provided to the Supplier under the 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 Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection 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 in accordance to publish the Supplier’s compliance with Clause 29.2 (Appointment of Key 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-ContractorsContractor 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 may proceed with as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the proposed appointmentSupplier 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).

Appointment of Sub-Contractors. The Supplier shall exercise due skill Authority and care in the selection Customer have consented to the engagement of any the Sub-Contractors to ensure that listed in Framework Schedule 7 (Sub-Contractors). Where the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer wishes to the Customer or any Replacement Supplier any of its rights and/or obligations under each enter into a new Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed or replace a Sub-Contractor’s name, registered office it must obtain the prior written consent of the Authority and company registration number; the scope of any Services Customer (the decision to consent or not will to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of unreasonably withheld or delayed). The Authority and/or the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information may reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object withhold its consent to the appointment of the relevant a Sub-Contractor if they consider any of them considers that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contractits interests; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, . Except where the Authority and the Customer have given their prior written consent under Clause 27.2.1 the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier ensure that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed each Sub-Contract is not shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a Key right under CRTPA for the Customer to enforce any provisions under the Sub-Contract which shall require confer a benefit upon the Customer; a provision enabling the Customer to enforce the Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 32.1 (Security Requirements), 32.2 (Protection of Customer Data) and 32.6 (Protection of Personal Data); FOIA requirements set out in Clause 32.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 19 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 39 (Customer Termination Rights), 41 (Termination by Either Party) and 43 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the 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 Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection 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 a right for the Customer in accordance to publish the Supplier’s compliance with Clause 29.2 (Appointment of Key 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-Contractors). 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 27.3.2, such data to be certified each quarter by a director of the Supplier may proceed with as being accurate and not misleading. Notwithstanding any provision of Clauses 32.3 (Confidentiality) and 33 (Publicity and Branding) if the proposed appointmentSupplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on government websites and in the press).

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off ContractContract . Prior to sub-contacting any of its obligations under this Call Off ContractContract , the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off ContractContract ; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.230.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 30.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.330.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.230.1.2; and any further information requested by the Customer pursuant to Clause 29.1.330.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 30.2 (Appointment of Key Sub-Contractors). ) the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.227.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 27.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.327.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.227.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; 27.1.3 and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 27.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.237.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 37.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.337.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.237.1.2; and any further information requested by the Customer pursuant to Clause 29.1.337.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 38 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Sub- Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.:

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s Suppliers notice issued pursuant to Clause 29.1.2; and any further information requested by the Customer pursuant to Clause 29.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Goods and/or Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Goods and/or Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.231.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 31.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.331.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.231.1.2; and any further information requested by the Customer pursuant to Clause 29.1.331.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 31.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.

Appointment of Sub-Contractors. The Supplier shall exercise due skill and care in the selection of any Sub-Contractors to ensure that the Supplier is able to: manage any Sub-Contractors in accordance with Good Industry Practice; comply with its obligations under this Call Off Contract in the Delivery of the Services; and assign, novate or otherwise transfer to the Customer or any Replacement Supplier any of its rights and/or obligations under each Sub-Contract that relates exclusively to this Call Off Contract. Prior to sub-contacting any of its obligations under this Call Off Contract, the Supplier shall notify the Customer and provide the Customer with: the proposed Sub-Contractor’s name, registered office and company registration number; the scope of any Services to be provided by the proposed Sub-Contractor; and where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Customer that the proposed Sub-Contract has been agreed on "arm’s-length" terms. If requested by the Customer within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.234.1.2, the Supplier shall also provide: a copy of the proposed Sub-Contract; and any further information reasonably requested by the Customer. The Customer may, within ten (10) Working Days of receipt of the Supplier’s notice issued pursuant to Clause 29.1.2 34.1.2 (or, if later, receipt of any further information requested pursuant to Clause 29.1.334.1.3), object to the appointment of the relevant Sub-Contractor if they consider that: the appointment of a proposed Sub-Contractor may prejudice the provision of the Services or may be contrary to the interests respectively of the Customer under this Call Off Contract; the proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons, in which case, the Supplier shall not proceed with the proposed appointment. If: the Customer has not notified the Supplier that it objects to the proposed Sub-Contractor’s appointment by the later of ten (10) Working Days of receipt of: the Supplier’s notice issued pursuant to Clause 29.1.234.1.2; and any further information requested by the Customer pursuant to Clause 29.1.334.1.3; and the proposed Sub-Contract is not a Key Sub-Contract which shall require the written consent of the Authority and the Customer in accordance with Clause 29.2 (Appointment of Key Sub-Contractors). the Supplier may proceed with the proposed appointment.