Common use of CORRUPT GIFTS AND PAYMENTS OF COMMISSION Clause in Contracts

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 The Supplier and the Supplier’s Staff shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not done, nor any of its Staff has done) any of the following: a) offer, give or agree to give to any person in the employment of the Crown any gift or consideration as an inducement or reward for doing or refraining from doing any act in relation to the obtaining or performance of this Agreement and/or any Call-off Contract or any other contract with the Crown, or for showing or refraining from showing favour or disfavour to any Person in connection to any Contract; nor b) enter into this Agreement and/or any Call-off Contract if any commission has been paid by or to, or agreed to be paid by or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with this Agreement and/or any Call-off Contract or any other contract with the Crown, unless particulars of such commission and the terms of any agreement for the payment of it have been disclosed to the Authority in writing before the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their behalf, does any of the acts mentioned in Condition 32.1 (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010, with or without the knowledge of the Supplier, in relation to this Agreement and/or any Call-off Contract or any other contract with the Crown, the Authority shall be entitled: a) to terminate the Contract with immediate effect by written notice to the Supplier and recover from the Supplier the amount of any loss resulting from the termination; b) to recover from the Supplier the amount or value of any such gift, consideration or commission; and c) to recover from the Supplier any other loss sustained as a result of any breach of this Condition, whether or not the Contract has been terminated. 32.3 Exercising its rights or remedies under this Condition the Authority shall:- a) act proportionately in the light of the gravity and circumstances of the particular breach; and b) give all due consideration, where appropriate, to the use of remedies other than termination of the Contract.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 3.9.1 The Supplier and the Supplier’s Staff Sub-Provider shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not done, nor any of its Staff has done) any of the followingneither: a(i) offer, offer or give or agree to give to any person in the employment of the Crown Her Majesty's Service any gift or consideration of any kind as an inducement or reward for doing or refraining from doing forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of this Agreement, the Prime Agreement, a Service Provision Agreement and/or any Callor a Service Provision Sub-off Contract Agreement or any other contract with the Crown, agreement for Her Majesty's Service or for showing or refraining from showing forbearing to show favour or disfavour to any Person person in connection relation to this Agreement, the Prime Agreement or any Contractother contract for Her Majesty's Service; nor b(ii) enter into this Agreement and/or any Callor a Service Provision Sub-off Contract if any Agreement or allow PASSL to enter into the Prime Agreement or a Service Provision Agreement if, in connection with it, commission has been paid by or to, or agreed to be paid to any employee of XXXxxxxxx.xxxxxxxxx by the Sub-Provider or on the Sub-Provider's behalf or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with this Agreement and/or any CallSub-off Contract or any other contract with the CrownProvider's knowledge, unless before the date of the Prime Agreement particulars of any such commission and of the terms and conditions of any agreement for the payment of it thereof have been disclosed to the Authority in writing before to PASSL for disclosure to XXXxxxxxx.xxxxxxxxx. 3.9.2 In the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit event of any fraud, deception, financial or procedural wrongdoing in relation to the performance breach of this Clause 3.9 by the Supplier of its obligations under this Agreement and/or any CallSub-off Contract and shall immediately notify Provider or by anyone employed by the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur Sub-Provider or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their behalf, does any of the acts mentioned in Condition 32.1 Sub-Provider's behalf (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010, whether with or without the knowledge of the Supplier, Sub-Provider) or the commission of any offence by the Sub-Provider or by anyone employed by the Sub-Provider or acting on behalf of the Sub-Provider under the Prevention of Corruption Acts 1889 to 1916 in relation to this Agreement and/or any Call-off Contract or any other contract with the CrownHer Majesty's Service, the Authority PASSL shall be entitled: a(i) to treat the breach as a material breach and terminate the Contract this Agreement in accordance with immediate effect by written notice to the Supplier and recover from the Supplier the amount of any loss resulting from the termination;Clause 14.3.1 (Termination for Material Breach); and/or b(ii) to recover from the Supplier Sub-Provider the amount or value of any such gift, consideration or commission; andand/or c(iii) subject to the restrictions in this Agreement, to recover from the Supplier Sub-Provider any other loss sustained as a result in consequence of any breach of this Conditioncondition, whether or not the Contract this Agreement has been terminated. 32.3 Exercising its rights 3.9.3 Any dispute, difference or remedies under this Condition the Authority shall:- a) act proportionately question arising in the light respect of the gravity interpretation of this Clause 3.9, the right of PASSL to terminate this Agreement or the amount or value of any such gift, consideration or commission shall be decided by PASSL to reflect any corresponding decision by XXXxxxxxx.xxxxxxxxx, whose decision shall be final and circumstances of the particular breach; and b) give all due consideration, where appropriate, to the use of remedies other than termination of the Contractconclusive.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 23.1 The Supplier and the Supplier’s Staff Contractor shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not done, nor any of its Staff has done) any of the followingnot: a) offeroffer or give, give or agree to give give, to any person in the employment employed by or on behalf of the Crown Company any gift or consideration of any kind as an inducement or reward for doing doing, or refraining from doing having done, or not doing, any act in relation to the obtaining or performance execution of this Agreement and/or any Call-off Contract or any other contract with the CrownCompany, or for showing or refraining from not showing favour or disfavour dis-favour to any Person person in connection relation to this Contract or any Contract; norother contract with the Company; b) enter into this Agreement and/or Contract or any Call-off Contract if any commission other contract with the Company in connection with which Commission has been paid by or topaid, or agreed to be paid by him/her or on his/her behalf, or to his/her knowledge, unless, before the Supplier Contract is made, particulars of any such Commission and the terms and conditions of any agreement for the payment thereof, have been disclosed in writing to any person duly authorised by the Company to act as its representative for the purpose of this Condition. Nothing contained in this Condition prevents the Contractor paying such Commission or Supplier’s Staff bonuses to his/her own staff in accordance with their agreed contracts of employment. 23.2 Any breach of this Condition by the Contractor, or by anyone employed by him or acting on their his behalf Supplier (whether with or without his/her knowledge), or the Commission of any offence by the Contractor or by anyone employed by him or acting on his/her behalf under the Prevention of Corruption Acts 1889-1916, in relation to their knowledge in connection with this Agreement and/or any Call-off Contract or any other contract with the CrownCompany, unless particulars of such commission and shall entitle the terms of any agreement for the payment of it have been disclosed to the Authority in writing before the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their behalf, does any of the acts mentioned in Condition 32.1 (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010, with or without the knowledge of the Supplier, in relation to this Agreement and/or any Call-off Contract or any other contract with the Crown, the Authority shall be entitled: a) Company to terminate the Contract with immediate effect by written notice to the Supplier and recover from the Supplier Contractor the amount of any loss resulting from the termination; b) to recover from the Supplier such termination and the amount or of the value of any such gift, consideration or commission; andCommission. c) to recover from 23.3 Where the Supplier any other loss sustained as a result of any breach Contract has been terminated under paragraph 23.2 of this Condition, whether or not the Contract has powers given by 6.3 shall apply as if there had been terminateda failure to commence the work. 32.3 Exercising its rights 23.4 In any dispute, difference or remedies under this Condition the Authority shall:-question arising in respect of: a) act proportionately in the light interpretation of this Condition (except so far as the gravity and circumstances of the particular breach; and b) give all due consideration, where appropriate, same may relate to the use amount recoverable from the Contractor under paragraph (2) of remedies other than this Condition in respect of any loss resulting from such termination of the Contract); or b) the right of the Company to terminate the Contract; or c) the amount or value of any gift, consideration or Commission; the decision of the Company shall be final and conclusive.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 9.1 The Supplier and also warrants to the Supplier’s Staff Authority that it shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not doneoffer or give, nor any of its Staff has done) any of the following: a) offer, give or agree to give give, to any person in the employment employee, agent, servant or representative of the Crown Contracting Authority or of any Participating Authority any gift or consideration of any kind which could act as an inducement or reward for doing or doing, refraining from doing doing, or for having done or refrained from doing, any act in relation to the obtaining or performance of this Agreement and/or Framework Agreement, any Call-off Off Contract or any other contract with the CrownContracting Authority or any Participating Authority including its award to the Supplier, execution or any rights and obligations contained in it), or for showing or refraining from showing favour or disfavour to any Person person in connection relation to any Contract; norsuch contract. The attention of the Supplier is drawn to the criminal offences under the Bribery Act 2010. b) enter into this Agreement and/or any Call-off Contract if 9.2 The Supplier warrants also that it has not paid commission nor agreed to pay any commission has been paid to any person (employee, agent, servant or representative) employed by or to, on behalf of the Contracting Authority or agreed to be paid by or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge any Participating Authority in connection with this Agreement and/or Framework Agreement, any Call-off Off Contract or any other contract with the Crown, unless particulars of such commission and the terms of Contracting Authority or any agreement for the payment of it have been disclosed to the Authority in writing before the Contract is made. The Supplier undertakes that neither the Supplier nor Participating Authority. 9.3 If the Supplier’s , its Staff shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their the Supplier's behalf, does any of the acts mentioned engages in Condition 32.1 (Corrupt Gifts and Payments of Commission) conduct prohibited by Clauses 9.1 or 9.2 above or commits any offence under the Bribery Act 2010, with or without the knowledge of the Supplier, in relation to this Agreement and/or any Call-off Contract or any other contract with the Crown, 2010 the Authority shall be entitled:may:- a) to 9.3.1 terminate the Contract Framework Agreement with immediate effect by written giving notice in writing to the Supplier and recover from the Supplier the amount of any loss suffered by the Contracting Authority resulting from the termination;; or b) to 9.3.2 recover in full from the Supplier the amount or value of any such gift, consideration or commission; and c) to recover from and the Supplier shall indemnify the Contracting Authority in full from and against any other loss sustained as a result by the Contracting Authority in DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 consequence of any breach of this ConditionClause, whether or not the Contract Framework Agreement has been terminated. 32.3 Exercising its rights or remedies under this Condition the Authority shall:- a) act proportionately in the light of the gravity and circumstances of the particular breach; and b) give all due consideration, where appropriate, to the use of remedies other than termination of the Contract.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 The Supplier and the Supplier’s Staff shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not doneoffer or give, nor any of its Staff has done) any of the following: a) offer, give or agree to give give, to any employee, agent, servant or representative of ConstructionSkills or any other public body or person in the employment employed by or on behalf of the Crown ConstructionSkills or any other public body any gift or consideration of any kind which could act as an inducement or reward for doing or doing, refraining from doing doing, or for having done or refrained from doing, any act in relation to the obtaining or performance of this Agreement and/or Framework Agreement, any Call-off Off Contract or any other contract with ConstructionSkills or any other public body or person employed by or on behalf of ConstructionSkills or any other public body (including its award to the CrownSupplier, execution or any rights and obligations contained in it), or for showing or refraining from showing favour or disfavour to any Person person in relation to any such contract and the attention of the Supplier is drawn to the criminal offences under the Bribery Act 2010 as amended or re-enacted from time to time. The Supplier warrants that it has not paid commission nor agreed to pay any commission to ConstructionSkills or any other public body or any person employed by or on behalf of ConstructionSkills or any other public body in connection to any Contract; nor b) enter into this Agreement and/or with the Framework Agreement, any Call-off Contract if any commission has been paid by or to, or agreed to be paid by or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with this Agreement and/or any Call-off Off Contract or any other contract with the Crown, unless particulars ConstructionSkills or any other public body or person employed by or on behalf of such commission and the terms of ConstructionSkills or any agreement for the payment of it have been disclosed to the Authority in writing before the Contract is madeother public body. The Supplier undertakes that neither the Supplier nor If the Supplier’s , its Staff shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their the Supplier's behalf, does any of the acts mentioned engages in Condition 32.1 (Corrupt Gifts and Payments of Commission) conduct prohibited by Clauses 7.1 or 7.2 above or commits any offence under the Bribery Act 20102010 as amended or re-enacted from time to time, with or without the knowledge of the Supplier, in relation to ConstructionSkills may:- terminate this Framework Agreement and/or any Call-off Contract or any other contract with the Crown, the Authority shall be entitled: a) to terminate the Off Contract with immediate effect by written giving notice in writing to the Supplier and recover from the Supplier the amount of any loss suffered by ConstructionSkills resulting from the termination; b) to ; or recover in full from the Supplier the amount or value of any such gift, consideration or commission; and c) to recover from and the Supplier shall indemnify ConstructionSkills in full from and against any other loss sustained as a result by ConstructionSkills in consequence of any breach of this ConditionClause, whether or not the Framework Agreement and/or any Call-Off Contract has been terminated. 32.3 Exercising its rights or remedies under this Condition . The Supplier shall take appropriate steps to ensure that neither the Authority shall:- a) act proportionately Supplier nor any Staff are placed in a position where (in the light reasonable opinion of ConstructionSkills) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the gravity Supplier and/or Staff and circumstances the duties owed to ConstructionSkills under the provisions of this Framework Agreement and/or any Call-Off Contract and the particular breach; and b) give all due consideration, where appropriate, Supplier shall promptly notify and provide full particulars to the use of remedies other than termination of the ContractConstructionSkills if any such conflict arises or is reasonably foreseeable to arise.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 The Supplier and the Supplier’s Staff CONTRACTOR shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not done, nor any of its Staff has done) any of the following: a) offer, neither: offer or give or agree to give to any person in the employment of the Crown on Her Majesty's Service any gift or consideration of any kind as an inducement or reward for doing or refraining from doing forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of this Agreement and/or any Call-off Contract or any other contract agreement with the Crown, Her Majesty's Service or for showing or refraining from showing forbearing to show favour or disfavour to any Person person in connection relation to any Contractthis Agreement; nor b) nor enter into this Agreement and/or any Call-off Contract if any in connection with it commission has been paid by or to, or agreed to be paid to any person on Her Majesty's Service by the CONTRACTOR or on the CONTRACTOR's behalf or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with CONTRACTOR's knowledge, unless before this Agreement and/or any Call-off Contract or any other contract with the Crown, unless is made particulars of any such commission and of the terms and conditions of any agreement for the payment of it thereof have been disclosed in writing to the Authority in writing before AUTHORITY. In the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit event of any fraud, deception, financial or procedural wrongdoing in relation to the performance breach of this Clause 28 by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify CONTRACTOR or by anyone employed by the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur CONTRACTOR or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their behalf, does any of the acts mentioned in Condition 32.1 CONTRACTOR's behalf (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010, whether with or without the knowledge of the SupplierCONTRACTOR) or the commission of any offence by the CONTRACTOR or by anyone employed by the CONTRACTOR or acting on behalf of the CONTRACTOR under the Prevention of Corruption Acts, 1889 to 1916 in relation to this Agreement and/or any Call-off Contract or any other contract with the Crownfor Her Majesty's Service, the Authority shall be entitled: a) to AUTHORITY may summarily terminate the Contract with immediate effect this Agreement by written notice in writing to the Supplier CONTRACTOR. Provided always that such termination shall not prejudice or affect any right of action or remedy which shall in accordance with Clause 16.1.1 have accrued or shall accrue thereafter to the AUTHORITY and provided always that the AUTHORITY may recover from the Supplier the amount of any loss resulting from the termination; b) to recover from the Supplier CONTRACTOR the amount or value of any such gift, consideration or commission; and c) . The decision of the AUTHORITY shall be final and conclusive in any dispute, difference or question arising in respect of: the interpretation of this Clause (except so far as the same may relate to recover the amount recoverable from the Supplier any other loss sustained as a result CONTRACTOR under Clause 28.2 in respect of any breach loss resulting from such termination of this Condition, whether Agreement); or not the Contract has been terminated. 32.3 Exercising its rights or remedies right of the AUTHORITY under this Condition Clause 28 to terminate this Agreement; or the Authority shall:- a) act proportionately in the light amount or value of the gravity and circumstances of the particular breach; and b) give all due considerationany such gift, where appropriate, to the use of remedies other than termination of the Contractconsideration or commission.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 22.1 The Supplier and the Supplier’s Staff Service Provider shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it has not done, nor any of its Staff has done) any of the following:neither:- a) offer, 22.1.1 offer or give or agree to give to any person in employed by the employment of the Crown Council or acting on its behalf any gift or consideration of any kind as an inducement or reward for doing or refraining from doing forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of this Agreement and/or any Call-off Contract or any other contract agreement with the Crown, Council or for showing or refraining from showing forbearing to show favour or disfavour to any Person person in connection relation to any Contractthis Agreement; nor b) 22.1.2 enter into this Agreement and/or any Call-off Contract if any in connection with it commission has been paid by or to, or agreed to be paid to any person employed by the Council or acting on its behalf by the Service Provider or on the Service Provider's behalf or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with Service Provider's knowledge, unless before this Agreement and/or any Call-off Contract or any other contract with the Crown, unless is made particulars of any such commission and of the terms and conditions of any agreement for the payment of it thereof have been disclosed in writing to the Authority in writing before Council. 22.2 In the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit event of any fraud, deception, financial or procedural wrongdoing in relation to the performance breach of this Clause 22 by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify Service Provider or by anyone employed by the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur Service Provider or has occurred. 32.2 If the Supplier or any of his employees, servants, agents or sub-contractors, or any person acting on his or their behalf, does any of the acts mentioned in Condition 32.1 Service Provider's behalf (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010, whether with or without the knowledge of the SupplierService Provider) or the commission of any offence by the Service Provider or by anyone employed by the Service Provider or acting on behalf of the Service Provider under the Prevention of Corruption Acts, 1889 to 1916 or under Section 117(2) and (3) of the Local Government Act 1972 in relation to this Agreement and/or any Call-off Contract or any other contract with the CrownCouncil, the Authority shall be entitled: a) to Council may summarily terminate the Contract with immediate effect this Agreement by written notice in writing to the Supplier Service Provider in accordance with Clause 14.1.1 or Clause 14.3 (as appropriate). Provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Council and provided always that the Council may recover from the Supplier the amount of any loss resulting from the termination; b) to recover from the Supplier Service Provider the amount or value of any such gift, consideration or commission; and. c) 22.3 The decision of the Council shall be final and conclusive in any dispute, difference or question arising in respect of:- 22.3.1 the interpretation of this Clause (except so far as the same may relate to recover the amount recoverable from the Supplier any other loss sustained as a result Service Provider under Clause 22.2 in respect of any breach loss resulting from such termination of this Condition, whether or not Agreement); or 22.3.2 the Contract has been terminated. 32.3 Exercising its rights or remedies right of the Council under this Condition Clause 22 to terminate this Agreement; or 22.3.3 the Authority shall:- a) act proportionately in the light amount or value of the gravity and circumstances of the particular breach; and b) give all due considerationany such gift, where appropriate, to the use of remedies other than termination of the Contractconsideration or commission.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 32.1 28.1 The Supplier and the Supplier’s Staff Contractor shall not do (and warrants that in entering the Agreement and/or any Call-off Contract it he has not done, nor any of its Staff has done) any of the following:following (referred to in this Condition 28 as "prohibited acts"): a) offer, give or agree to give to any person in the employment servant of the Crown Museum any gift or consideration of any kind as an inducement or reward for doing or refraining from not doing (or having done or not having done) any act in relation to the obtaining or performance of this Agreement and/or any Call-off Contract or any other contract with the CrownMuseum, or for showing or refraining from not showing favour or disfavour to any Person person in connection relation to this or any Contract; norother contract with the Museum; b) enter into this Agreement and/or any Call-off Contract if any commission has been paid by or to, or agreed to be paid by or to the Supplier or Supplier’s Staff or on their behalf Supplier or to their knowledge in connection with this Agreement and/or any Call-off Contract or any other contract with the CrownMuseum in connection with which commission has been paid or has been agreed to be paid by him or on his behalf, or to his knowledge, unless before the Contract is made particulars of any such commission and the terms and conditions of any such agreement for the payment of it have been disclosed in writing to the Authority in writing before the Contract is made. The Supplier undertakes that neither the Supplier nor the Supplier’s Staff shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under this Agreement and/or any Call-off Contract and shall immediately notify the Authority of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurredMuseum. 32.2 28.2 If the Supplier or any of Contractor, his employees, servants, agents or any sub-contractorscontractor, or any person anyone acting on his or their behalf, does any of the prohibited acts mentioned in Condition 32.1 (Corrupt Gifts and Payments of Commission) or commits any offence under the Bribery Act 2010Prevention of Corruption Acts 1889 to 1916, with or without the knowledge of the SupplierContractor, in relation to this Agreement and/or any Call-off Contract or any other contract with the CrownMuseum, the Authority Museum shall be entitled:entitled - a) to terminate the Contract with immediate effect by written notice to the Supplier and recover from the Supplier Contractor the amount of any loss resulting from the termination; b) to recover from the Supplier Contractor the amount or value of any such gift, consideration or commission; and c) to recover from the Supplier Contractor any other loss sustained as a result in consequence of any breach of this ConditionCondition 28, whether or not the Contract has been terminated. 32.3 Exercising 28.3 In exercising its rights or remedies under this Condition 28, the Authority Museum shall:- a) act proportionately in a reasonable and proportionate manner having regard to such matters as the light gravity of, and the identity of the gravity and circumstances of person performing the particular breach; andprohibited act; b) give all due consideration, where appropriate, to the use of remedies action other than termination of the Contract, including (without limitation to): i) requiring the Contractor to procure the termination of a sub-contract where the prohibited act is that of a sub-contractor; ii) requiring the Contractor to procure the dismissal of an employee (whether his own or that of a sub-contractor) where the prohibited act is that of such employee.