Common use of Contract Governance Clause in Contracts

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 (Protection of Personal Data) and 29 (Freedom of Information). Without prejudice to clauses 16.1 and 16.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.212.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; and/or the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 13.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 23 (Protection of Personal Data) and 29 24 (Freedom of Information). Without prejudice to clauses 16.1 13.1 and 16.213.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.216.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; and/or the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 17.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year once during the Term and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 29 (Protection of Personal Data) and 29 30 (Freedom of Information). Without prejudice to clauses 16.1 17.1 and 16.217.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.216.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; and/or the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 17.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 (Protection of Personal Data) and 29 (Freedom of Information). Without prejudice to clauses 16.1 17.1 and 16.217.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.211.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 12.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 23 (Protection of Personal Data) and 29 24 (Freedom of Information). Without prejudice to clauses 16.1 12.1 and 16.212.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days Days’ notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.211.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 12.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 23 (Protection of Personal Data) and 29 24 (Freedom of Information). Without prejudice to clauses 16.1 12.1 and 16.212.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.

Contract Governance. supply chain rights The Supplier shall not sub-contract any of its obligations under this Agreement without prior Approval, such Approval not to be unreasonably withheld or delayed (subject to the provisions of clause 15.2). The Commissioner may withhold or delay its consent where it considers that: the appointment of a proposed sub-contractor may prejudice the supply of the Services or may be contrary to the interests of the Commissioner; and/or the proposed sub-contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or the proposed sub-contractor employs unfit persons. The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where the Commissioner has consented to the placing of sub-contracts, copies of each sub-contract shall, at the reasonable request of the Commissioner, be sent by the Supplier to the Commissioner as soon as reasonably practicable. Audit For the purposes of the examination and certification of the Commissioner's accounts or any examination (pursuant if appropriate to Section 6(1) of the National Audit Xxx 0000 or any re-enactment thereof, or any equivalent legislation) of the economy, efficiency and effectiveness with which the Commissioner has used its resources, the Commissioner's statutory auditors may examine such documents as they may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as they consider necessary provided that the carrying out of an examination, if appropriate, under section 6(3)(d) of the National Audit Xxx 0000 or any re-enactment thereof, or under any equivalent legislation, in relation to the Supplier is not a function exercisable under this clause. Any audit under this clause 16 shall be in compliance with Data Protection Legislation. Except where an audit is imposed on the Commissioner in accordance with clause 16.1 or the Supplier is in Default (in which case the Commissioner may undertake the audits it deems to be necessary), the Commissioner may, not more than twice in any calendar year and for a period of 12 Months following the end of the Term, conduct an audit to: verify the accuracy of the Contract Price; and/or check the Supplier's compliance with the provisions of this Agreement, including clauses 28 26 (Protection of Personal Data) and 29 27 (Freedom of Information). Without prejudice to clauses 16.1 and 16.2, the Commissioner may carry out audits of the Supplier's quality management systems (including its compliance with the Quality Standards and any quality manuals and procedures) at regular intervals throughout the Term. The Commissioner shall endeavour to (but is not obliged to) provide at least five (5) Working Days notice of its intention to conduct an audit. However, the Commissioner shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. Subject to the Commissioner's obligations of confidentiality, the Supplier shall on demand co-operate, and shall procure that its sub-contractors co-operate, with the Commissioner (and/or its agents or representatives) in relation to each audit, including by providing the Commissioner with: all information requested by the Commissioner within the permitted scope of the audit; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material Default by the Supplier in which case the Supplier shall reimburse the Commissioner for all the Commissioner's reasonable costs incurred in the course of the audit. If an audit identifies that: the Commissioner has overpaid the Contract Price, the Supplier shall pay to the Commissioner the amount overpaid within 30 days. The Commissioner may deduct the relevant amount from the Contract Price if the Supplier fails to make this payment; and the Commissioner has underpaid the Contract Price the Commissioner shall pay to the Supplier the amount of the under-payment, (less the cost of audit incurred by the Commissioner if such underpayment was due to a Default by the Supplier in relation to invoicing) within 30 days of Receipt of an invoice.