Common use of Continuing Obligation to Provide the Services Clause in Contracts

Continuing Obligation to Provide the Services. The Supplier shall continue to perform all of its obligations under this Call Off Contract and shall not suspend the provision of the Services, notwithstanding: any withholding or deduction by the Customer of any sum due to the Supplier pursuant to the exercise of a right of the Customer to such withholding or deduction under this Call Off Contract; the existence of an unresolved Dispute; and/or any failure by the Customer to pay any Call Off Contract Charges, unless the Supplier is entitled to terminate this Call Off Contract under Clause 46.1 (Termination on Customer Cause for Failure to Pay) for failure by the Customer to pay undisputed Call Off Contract Charges. [GOODS] - NOT USED [INSTALLATION WORKS] – NOT USED STANDARDS AND QUALITY The Supplier shall at all times during the Call Off Contract Period comply with the Standards and maintain, where applicable, accreditation with the relevant Standards' authorisation body. Throughout the Call Off Contract Period, the Parties shall notify each other of any new or emergent standards which could affect the Supplier’s provision, or the receipt by the Customer, of the Services. The adoption of any such new or emergent standard, or changes to existing Standards, shall be agreed in accordance with the Variation Procedure. Any change to an existing Standard which is included in Framework Schedule 2 (Services and Key Performance Indicators) shall, in addition, require the written consent of the Authority. Where a new or emergent standard is to be developed or introduced by the Customer, the Supplier shall be responsible for ensuring that the potential impact on the Supplier’s provision, or the Customer’s receipt of the Services is explained to the Customer (within a reasonable timeframe), prior to the implementation of the new or emergent Standard. Where Standards referenced conflict with each other or with best professional or industry practice adopted after the Call Off Commencement Date, then the later Standard or best practice shall be adopted by the Supplier. Any such alteration to any Standard or Standards shall require Approval (and the written consent of the Authority where the relevant Standard or Standards is/are included in Framework Schedule 2 (Services and Key Performance Indicators) and shall be implemented within an agreed timescale. The Supplier shall ensure that the Supplier Personnel shall at all times during the Call Off Contract Period: be appropriately experienced, qualified and trained to supply the Services in accordance with this Call Off Contract; apply all due skill, care, diligence in faithfully performing those duties and exercising such powers as necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer. Where a standard, policy or document is referred to in Call Off Schedule 7, (Standards) by reference to a hyperlink, then if the hyperlink is changed or no longer provides access to the relevant standard, policy or document, the Supplier shall notify the Customer and the Parties shall agree the impact of such change.

Continuing Obligation to Provide the Services. The Supplier shall continue to perform all of its obligations under this Call Off Contract and shall not suspend the provision of the Services, notwithstanding: any withholding or deduction by the Customer of any sum due to the Supplier pursuant to the exercise of a right of the Customer to such withholding or deduction under this Call Off Contract; the existence of an unresolved Dispute; and/or any failure by the Customer to pay any Call Off Contract Charges, unless the Supplier is entitled to terminate this Call Off Contract under Clause 46.1 42.1 (Termination on Customer Cause for Failure to Pay) for failure by the Customer to pay undisputed Call Off Contract Charges. [GOODS] goods - NOT USED [INSTALLATION WORKS] WORKS – NOT USED STANDARDS AND QUALITY The Supplier shall at all times during the Call Off Contract Period comply with the Standards and maintain, where applicable, accreditation with the relevant Standards' authorisation body. Throughout the Call Off Contract Period, the Parties shall notify each other of any new or emergent standards which could affect the Supplier’s provision, or the receipt by the Customer, of the Services. The adoption of any such new or emergent standard, or changes to existing StandardsStandards (including any specified in the Call Off Order Form), shall be agreed in accordance with the Variation Procedure. Any change to an existing Standard which is included in Framework Schedule 2 (Services and Key Performance Indicators) shall, in addition, require the written consent of the Authority. Where a new or emergent standard is to be developed or introduced by the Customer, the Supplier shall be responsible for ensuring that the potential impact on the Supplier’s provision, or the Customer’s receipt of the Services is explained to the Customer (within a reasonable timeframe), prior to the implementation of the new or emergent Standard. Where Standards referenced conflict with each other or with best professional or industry practice adopted after the Call Off Commencement Date, then the later Standard or best practice shall be adopted by the Supplier. Any such alteration to any Standard or Standards shall require Approval (and the written consent of the Authority Customer where the relevant Standard or Standards is/are included in Framework Schedule 2 (Services and Key Performance Indicators) and shall be implemented within an agreed timescale. The Supplier shall ensure that the Supplier Personnel shall at all times during the Call Off Contract Period: be appropriately experienced, qualified and trained to supply the Services in accordance with this Call Off Contract; apply all due skill, care, diligence in faithfully performing those duties and exercising such powers as necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer. Where a standard, policy or document is referred to in Call Off Schedule 7, (Standards) by reference to a hyperlink, then if the hyperlink is changed or no longer provides access to the relevant standard, policy or document, the Supplier shall notify the Customer and the Parties shall agree the impact of such change.

Continuing Obligation to Provide the Services. The Supplier shall continue to perform all of its obligations under this Call Off Contract and shall not suspend the provision of the Services, notwithstanding: any withholding or deduction by the Customer of any sum due to the Supplier pursuant to the exercise of a right of the Customer to such withholding or deduction under this Call Off Contract; the existence of an unresolved Dispute; and/or any failure by the Customer to pay any Call Off Contract Charges, unless the Supplier is entitled to terminate this Call Off Contract under Clause 46.1 42.1 (Termination on Customer Cause for Failure to Pay) for failure by the Customer to pay undisputed Call Off Contract Charges. [GOODS] GOODS - NOT USED [INSTALLATION WORKS] WORKS – NOT USED STANDARDS AND QUALITY The Supplier shall at all times during the Call Off Contract Period comply with the Standards and maintain, where applicable, accreditation with the relevant Standards' authorisation body. Throughout the Call Off Contract Period, the Parties shall notify each other of any new or emergent standards which could affect the Supplier’s provision, or the receipt by the Customer, of the Services. The adoption of any such new or emergent standard, or changes to existing StandardsStandards (including any specified in the Call Off Order Form), shall be agreed in accordance with the Variation Procedure. Any change to an existing Standard which is included in Framework Schedule 2 (Services and Key Performance Indicators) shall, in addition, require the written consent of the Authority. Where a new or emergent standard is to be developed or introduced by the Customer, the Supplier shall be responsible for ensuring that the potential impact on the Supplier’s provision, or the Customer’s receipt of the Services is explained to the Customer (within a reasonable timeframe), prior to the implementation of the new or emergent Standard. Where Standards referenced conflict with each other or with best professional or industry practice adopted after the Call Off Commencement Date, then the later Standard or best practice shall be adopted by the Supplier. Any such alteration to any Standard or Standards shall require Approval (and the written consent of the Authority Customer where the relevant Standard or Standards is/are included in Framework Schedule 2 (Services and Key Performance Indicators) and shall be implemented within an agreed timescale. The Supplier shall ensure that the Supplier Personnel shall at all times during the Call Off Contract Period: be appropriately experienced, qualified and trained to supply the Services in accordance with this Call Off Contract; apply all due skill, care, diligence in faithfully performing those duties and exercising such powers as necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer. Where a standard, policy or document is referred to in Call Off Schedule 7, (Standards) by reference to a hyperlink, then if the hyperlink is changed or no longer provides access to the relevant standard, policy or document, the Supplier shall notify the Customer and the Parties shall agree the impact of such change.

Continuing Obligation to Provide the Services. The Supplier shall continue to perform all of its obligations under this Call Off Contract and shall not suspend the provision of the Services, notwithstanding: any withholding or deduction by the Customer Contracting Authority of any sum due to the Supplier pursuant to the exercise of a right of the Customer Contracting Authority to such withholding or deduction under this Call Off Contract; the existence of an unresolved Dispute; and/or any failure by the Customer Contracting Authority to pay any Call Off Contract Charges, unless the Supplier is entitled to terminate this Call Off Contract under Clause 46.1 42.1 (Termination on Customer Contracting Authority Cause for Failure to Pay) for failure by the Customer Contracting Authority to pay undisputed Call Off Contract Charges. [GOODS] - GOODS – NOT USED [INSTALLATION WORKS] WORKS – NOT USED STANDARDS AND QUALITY The Supplier shall at all times during the Call Off Contract Period comply with the Standards and maintain, where applicable, accreditation with the relevant Standards' authorisation body. Throughout the Call Off Contract Period, the Parties shall notify each other of any new or emergent standards which could affect the Supplier’s provision, or the receipt by the CustomerContracting Authority, of the Services. The adoption of any such new or emergent standard, or changes to existing StandardsStandards (including any specified in the Call Off Order Form), shall be agreed in accordance with the Variation Procedure. Any change to an existing Standard which is included in Framework Schedule 2 (Services and Key Performance Indicators) shall, in addition, require the written consent of the Authority. Where a new or emergent standard is to be developed or introduced by the CustomerContracting Authority, the Supplier shall be responsible for ensuring that the potential impact on the Supplier’s provision, or the CustomerContracting Authority’s receipt of the Services is explained to the Customer Contracting Authority (within a reasonable timeframe), prior to the implementation of the new or emergent Standard. Where Standards referenced conflict with each other or with best professional or industry practice adopted after the Call Off Commencement Date, then the later Standard or best practice shall be adopted by the Supplier. Any such alteration to any Standard or Standards shall require Approval (and the written consent of the Contracting Authority where the relevant Standard or Standards is/are included in Framework Schedule 2 (Services and Key Performance Indicators) and shall be implemented within an agreed timescale. The Supplier shall ensure that the Supplier Personnel shall at all times during the Call Off Contract Period: be appropriately experienced, qualified and trained to supply the Services in accordance with this Call Off Contract; apply all due skill, care, diligence in faithfully performing those duties and exercising such powers as necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer. Where a standard, policy or document is referred to in Call Off Schedule 7, (Standards) by reference to a hyperlink, then if the hyperlink is changed or no longer provides access to the relevant standard, policy or document, the Supplier shall notify the Customer Contracting Authority and the Parties shall agree the impact of such change.. TESTING – NOT USED

Continuing Obligation to Provide the Services. The Supplier shall continue to perform all of its obligations under this Call Off Contract and shall not suspend the provision of the Services, notwithstanding: any withholding or deduction by the Customer of any sum due to the Supplier pursuant to the exercise of a right of the Customer to such withholding or deduction under this Call Off Contract; the existence of an unresolved Dispute; and/or any failure by the Customer to pay any Call Off Contract Charges, unless the Supplier is entitled to terminate this Call Off Contract under Clause 46.1 47.1 (Termination on Customer Cause for Failure to Pay) for failure by the Customer to pay undisputed Call Off Contract Charges. [GOODS] - GOODS – NOT USED [INSTALLATION WORKS] WORKS – NOT USED STANDARDS AND QUALITY The Supplier shall at all times during the Call Off Contract Period comply with the Standards and maintain, where applicable, accreditation with the relevant Standards' authorisation body. Throughout the Call Off Contract Period, the Parties shall notify each other of any new or emergent standards which could affect the Supplier’s provision, or the receipt by the Customer, of the Services. The adoption of any such new or emergent standard, or changes to existing StandardsStandards (including any specified in the Call Off Order Form), shall be agreed in accordance with the Variation Procedure. Any change to an existing Standard which is included in Framework Schedule 2 (Services and Key Performance Indicators) shall, in addition, require the written consent of the Authority. Where a new or emergent standard is to be developed or introduced by the Customer, the Supplier shall be responsible for ensuring that the potential impact on the Supplier’s provision, or the Customer’s receipt of the Services is explained to the Customer (within a reasonable timeframe), prior to the implementation of the new or emergent Standard. Where Standards referenced conflict with each other or with best professional or industry practice adopted after the Call Off Commencement Date, then the later Standard or best practice shall be adopted by the Supplier. Any such alteration to any Standard or Standards shall require Approval (and the written consent of the Authority Customer where the relevant Standard or Standards is/are included in Framework Schedule 2 (Services and Key Performance Indicators) and shall be implemented within an agreed timescale. The Supplier shall ensure that the Supplier Personnel shall at all times during the Call Off Contract Period: be appropriately experienced, qualified and trained to supply the Services in accordance with this Call Off Contract; apply all due skill, care, diligence in faithfully performing those duties and exercising such powers as necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer. Where a standard, policy or document is referred to in Call Off Schedule 7, (Standards) by reference to a hyperlink, then if the hyperlink is changed or no longer provides access to the relevant standard, policy or document, the Supplier shall notify the Customer and the Parties shall agree the impact of such change.