Call-Off Contract Sample Clauses
A Call-Off Contract is a type of agreement that allows a buyer to purchase goods or services from a supplier as and when needed, within the framework of a larger overarching contract, often called a framework agreement. Under this arrangement, the buyer can place individual orders ("call-offs") for specific quantities or services at various times, rather than committing to a single large purchase upfront. This clause provides flexibility for the buyer to manage supply according to actual demand, while also streamlining procurement processes and ensuring pre-agreed terms and pricing.
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Call-Off Contract. The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of Call-Off Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the Call-Off Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient end-to-end G-Cloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 - The Appointment within this Framework Agreement. For the purposes of the Call-Off Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the Call-Off Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): ● any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and third parties, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above ● any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential' 'Contracting Bodies' The Buyer and any other person as listed in the OJEU Notice or Regulation 2 of the Public Contracts Regulations 2015, as amended from time to time, including CCS 'Control' Control as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly 'Crown' The government of the United Kingdom (including the Northern Ireland...
Call-Off Contract. 1.1 The terms and conditions of this Agreement shall be incorporated into this Call-Off Contract.
1.2 In this Call-Off Contract the words and expressions defined in this Agreement shall, except where the context requires otherwise, have the meanings given in this Agreement. In this Call-Off Contract references to Attachments are, unless otherwise provided, references to attachments of this Call-Off Contract.
Call-Off Contract. The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier including the completed Order Form. Call-Off Term The period of the Call-Off Contract as specified in the Order Form. CCS Data All data supplied by CCS to the Supplier including Personal Data that is owned and managed by CCS. CCS Representative The CCS representative for this Framework Agreement. Charges The prices (excluding any applicable VAT) payable to the Supplier by the Buyer under the Call-Off Contract.
Call-Off Contract. This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about business, affairs, developments, trade secrets, know-how, personnel, and third parties, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR.
Call-Off Contract. Charges The breakdown of the Charges is detailed in Schedule 2 ‘Call-Off Contract Charges’.
Call-Off Contract. 1.1 The following provisions of the Framework Agreement shall be incorporated into this Call-Off Contract as if set out in full:
1.1.1 clause 1 (Definitions and interpretation);
1.1.2 clause 2 (Order of precedence);
1.1.3 clause 3 (commencement and duration of this Framework Agreement and Call-Off Contracts);
1.1.4 clause 5 (Mini-Competitions and Call-Off Contracts);
1.1.5 clause 6 (List of Goods and Services);
1.1.6 clause 7 (Substitution of Goods);
1.1.7 clause 8 (The Parties' obligations);
1.1.8 clause 9 (Service Provider Personnel);
1.1.9 clause 10 (Charges, invoicing and payments);
1.1.10 clause 11 (Source code, escrow and verification services);
1.1.11 clause 12 (Delivery, storage, title, risk and testing);
1.1.12 clause 13 (Governance and reporting);
1.1.13 clause 14 (Performance and delay);
1.1.14 clause 15 (Warranties and representations);
1.1.15 clause 16 (Conflict of interest);
1.1.16 clause 17 (Access to premises);
1.1.17 clause 18 (Compliance with policies and Applicable Law);
1.1.18 clause 20 (Records, audit and inspection);
1.1.19 clause 21 (Insurance);
1.1.20 clause 22 (TfL Group data);
1.1.21 clause 23 (Intellectual Property Rights);
1.1.22 clause 24 (Exclusions and limitations of liability);
1.1.23 clause 25 (Force majeure);
1.1.24 clause 26 (Malicious Software and data security);
1.1.25 clause 27 (Termination);
1.1.26 clause 28 (Consequences of termination or expiry);
1.1.27 clause 29 (Exit and transition of Call-Off Contracts);
1.1.28 clause 30 (Declaration of ineffectiveness);
1.1.29 clause 32 (Assignment, sub-contracting and change of ownership);
1.1.30 clause 33 (Confidentiality and the transparency commitment);
1.1.31 clause 34 (Freedom of information);
1.1.32 clause 35 (Data protection);
1.1.33 clause 36 (Amendment and change control procedure);
1.1.34 clause 37 (Employees);
1.1.35 clause 38 (Notices);
1.1.36 clause 39 (Disaster recovery and business continuity);
1.1.37 clause 41 (Dispute resolution);
1.1.38 clause 42 (Rights of third parties);
1.1.39 NOT USED 1.1.40 clause 44 (Entire agreement and reliance representations);
1.1.41 clause 45 (Severability);
1.1.42 clause 46 (Governing law);
1.1.43 clause 47 (General);
1.1.44 Schedule 1;
1.1.45 Schedule 3;
1.1.46 Schedule 4;
1.1.47 Schedule 5;
1.1.48 NOT USED 1.1.49 Schedule 7;
Call-Off Contract charges The breakdown of the Charges is as defined by the payment milestones and Supplier role rates. Additional Buyer terms Performance of the Service and Deliverables This Call-Off Contract will include the following Implementation Plan, exit and offboarding plans and milestones:
Call-Off Contract. 1.1 The terms and conditions of this Agreement shall be incorporated into this Call-Off Contract.
Call-Off Contract. The Call-Off Contract shall be constituted as follows: [The Call-Off Contract comprises this Order together with the following Call-Off Terms and Conditions which are hereby incorporated into this Order: [insert details of the Call-Off Terms and Conditions which are permitted in terms of the Framework Agreement]] [The parties shall within [insert suitable period of up to 60 calendar days] of the Contractor signing and returning a copy of this Order complete and execute a formal contract comprising the following documents: [insert details of the Call-Off Terms and Conditions and other documentation permitted in terms of the Framework Agreement that will comprise the Call-Off Contract]]
(2.1) Supplemental Requirements in addition to Call-Off Terms and Conditions: 1 Attach copy of Articles and Contract particulars from relevant standard form, duly completed.
Call-Off Contract. This Call-Off Contract for the G-Cloud 8 Framework Agreement (RM1557viii) includes:
1. Contract start date, length and methodology
2. Overriding provisions
3. Transfer and sub-contracting
4. Supplier Staff 5. Due diligence 6. Warranties, representations and acceptance criteria 8. Payment terms and VAT