by the Supplier where the Malicious Software originates from the Customer Data (whilst the Customer Data was under the control of the Supplier) unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Contracting Body when provided to the Supplier; and
by the Supplier. As a material inducement to the Aggregator's execution of this ESA, the Competitive Supplier hereby represents and warrants to the Aggregator as of the Effective Date of this ESA as follows:
a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA;
b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due;
c) the execution, delivery and performance of this ESA by the Competitive Supplier are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it;
d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Aggregator in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity;
e) no Bankruptcy is pending against it or to its knowledge threatened against it;
f) To the best of its knowledge, none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Aggregator pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading;
g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate; h) the Competitive Supplier is a Forward Contract Merchant.
by the Supplier where the Malicious Software originates from the Supplier Software, the Third Party Software or the DFID Data (whilst the DFID Data was under the control of the Supplier); and
by the Supplier. This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the prior written consent of the Authority. Notwithstanding Clause 31.1, the Supplier shall be entitled to appoint the Trading Party in accordance with and subject to Clause 5.2. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without the prior written consent of the Authority, such consent not be unreasonably withheld or delayed. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or the Sub-Contractor employs unfit persons, provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4, the Supplier shall use all reasonable endeavours to maintain the provision of the Services and the Authority and the Supplier shall enter into good faith negotiations to agree the impact on the terms and conditions of this Framework Agreement. Despite the Supplier's right to sub-contract pursuant to this Clause 31, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier' to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing.
by the Supplier. (a) The Supplier has the absolute right, and without liability, to cancel the Service 30 calendar days prior to the commencement of the Service.
(b) The Supplier reserves the right to cancel the Service where no payment by the Customer has been received by the Supplier.
(c) In exceptional circumstances, where a payment has been received by the Supplier, the Supplier reserves the right to cancel a course, and in that event:
(i) the Supplier shall liaise with the Customer to reschedule the course, and;
(ii) where rescheduling is not possible, the payment shall be refunded in full.
by the Supplier. VAT Retention and Set Off Foreign Currency
by the Supplier where the Breach of Security originates from defeat of the Supplier's or any Sub-Contractor’s security controls, the Supplier Software, the Third Party Software or the Data (whilst the Data was under the control of the Supplier);
by the Supplier. (a) May occur at any time before the Services are carried out by giving 7 Business Days written notice; and
(b) The Supplier will repay to the Client any money paid by the Client for the Goods or Services, less any amounts owing to the Supplier for any Goods purchased on the Client’s behalf where credits or refunds cannot be obtained from the Supplier’s third- party suppliers; and
(c) The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
by the Supplier. (a) The Supplier reserves the right to cancel a course where no payment has been taken.
(b) In exceptional circumstances, where a payment has been taken, the Supplier reserves the right to cancel a course, and in that event;
(i) the Supplier shall liaise with the customer to reschedule the course, and
(ii) where rescheduling is not possible, the payment shall be refunded in full.
by the Supplier. REV Page 00 XxxxXxxx Xxxxxxxx XX:0X0XX000-0XX0-000X-000X-00X00000000X Crown Commercial Service DS01-067 FRAMEWORK SCHEDULE 3 - CALL-OFF TERMS Di ital Services Framework A reement- RM1043
