Common use of Financial Control Clause in Contracts

Financial Control. The Contractor shall keep accurate books, records and accounts in respect of the Project (in accordance with sound and prudent financial management) and, if requested in writing by NICE, shall (at NICE’s expense) have them certified by a professional firm of auditors. The Contractor shall permit NICE to inspect and take copies of any books, records and accounts that NICE may require in relation to this Agreement. If, at NICE’s request, the Contractor undertakes any copying on behalf of NICE, NICE will be responsible for the costs of such copying. For the purpose of: the examination and certification of NICE’s accounts; or any examination pursuant to section 6(1) of the National Audit Act 1983 or any re-enactment thereof of the economy, efficiency and effectiveness with which NICE has used its resources; the Controller and Audit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Contractor and may require the Contractor to produce such oral or written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 or any re-enactment thereof in relation to the Contractor is not a function exercisable under this Agreement. Communication between NICE and Contractor The Contractor shall ensure that all communications with NICE concerning the Project shall only be between the nominated representatives of both Parties, that is, the Authorised Officer, the Administrative Lead and the Senior Lead. The Contractor shall issue NICE with reasonable notice of any meetings of the External Assessment Centre and invite the nominated officer and the Programme Director (the identities of whom will be notified to the Contractor from time to time) and other NICE staff as NICE deem necessary to attend these meetings. The Contractor shall attend meetings with NICE and the External Assessment Centre members when NICE, acting reasonably, considers it appropriate. Governance The Contractor shall ensure that the affairs of the External Assessment Centre as they relate to the performance of the Project are at all times conducted in accordance with sound principles of governance. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the External Assessment Centre and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not limited to) the following: to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps to ensure the reliability of any of the Contractor’s employees who have access to Personal Data; only to process Personal Data for and on behalf of NICE solely in accordance with the instructions of NICE and in compliance with this Agreement and the DPA; and

Financial Control. The Contractor shall keep accurate books, records and accounts in respect of the Project (in accordance with sound and prudent financial management) and, if requested in writing by NICE, shall (at NICE’s expense) have them certified by a professional firm of auditors. The Contractor shall permit NICE to inspect and take copies of any books, records and accounts that NICE may require in relation to this Agreement. If, at NICE’s request, the Contractor undertakes any copying on behalf of NICE, NICE NICE will be responsible for the responsible costs of such copying. For the purpose of: the examination and certification of NICE’s accounts; or any examination pursuant to section 6(1) of the National Audit Act 1983 or any re-enactment thereof of the economy, efficiency and effectiveness with which NICE has used its resources; the Controller and Audit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Contractor and may require the Contractor to produce such oral or written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 or any re-enactment thereof in relation to the Contractor is not a function exercisable under this Agreement. Communication between NICE and Contractor The Contractor shall ensure that all communications with NICE concerning the Project shall only be between the nominated representatives of both Parties, that is, the Authorised Officer, the Administrative Lead and the Senior Lead. The Contractor shall issue NICE with reasonable notice of any meetings of the External Assessment Collaborating Centre and invite the nominated Authorised officer and the Programme Director (the identities of whom will be notified to the Contractor from time to time) and other NICE staff as NICE deem necessary to attend these meetings. The Contractor shall attend meetings with NICE and the External Assessment Collaborating Centre members when NICE, acting reasonably, considers it appropriate. Governance The Contractor shall ensure that the affairs of the External Assessment Collaborating Centre as they relate to the performance of the Project are at all times conducted in accordance with sound principles of governance. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the External Assessment Collaborating Centre and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not limited to) the following: to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps to ensure the reliability of any of the Contractor’s employees who have access to Personal Data; only to process Personal Data for and on behalf of NICE solely in accordance with the instructions of NICE and in compliance with this Agreement and the DPA; and

Financial Control. The Contractor shall keep accurate books, records and accounts in respect of the Project (in accordance with sound and prudent financial management) and, if requested in writing by NICE, shall (at NICE’s expense) have them certified by a professional firm of auditors. The Contractor shall permit NICE to inspect and take copies of any books, records and accounts that NICE may require in relation to this Agreement. If, at NICE’s request, the Contractor undertakes any copying on behalf of NICE, NICE NICE will be responsible for the responsible costs of such copying. For the purpose of: the examination and certification of NICE’s accounts; or any examination pursuant to section 6(1) of the National Audit Act 1983 or any re-enactment thereof of the economy, efficiency and effectiveness with which NICE has used its resources; the Controller and Audit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Contractor and may require the Contractor to produce such oral or written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 or any re-enactment thereof in relation to the Contractor is not a function exercisable under this Agreement. Communication between NICE and Contractor The Contractor shall ensure that all communications with NICE concerning the Project shall only be between the nominated representatives of both Parties, that is, the Authorised Officer, the Administrative Lead and the Senior Lead. The Contractor shall issue NICE with reasonable notice of any meetings of the External Assessment Centre Safe Staffing Economics Unit (SSEU) and invite the nominated Authorised officer and the Programme Director (the identities of whom will be notified to the Contractor from time to time) and other NICE staff as NICE deem necessary to attend these meetings. The Contractor shall attend meetings with NICE and the External Assessment Centre Safe Staffing Economics Unit (SSEU) members when NICE, acting reasonably, considers it appropriate. Governance The Contractor shall ensure that the affairs of the External Assessment Centre Safe Staffing Economics Unit (SSEU) as they relate to the performance of the Project are at all times conducted in accordance with sound principles of governance. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the External Assessment Centre Safe Staffing Economics Unit (SSEU) and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not limited to) the following: to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps to ensure the reliability of any of the Contractor’s employees who have access to Personal Data; only to process Personal Data for and on behalf of NICE solely in accordance with the instructions of NICE and in compliance with this Agreement and the DPA; and

Financial Control. The Contractor contractor shall keep accurate books, records books and accounts in respect of the Project (in accordance with sound and prudent financial management) project services and, if requested in writing by NICEnice, shall (at NICE’s its own expense) have them certified by a professional firm of auditors. The Contractor contractor shall permit the NICE to inspect and take copies (at NICE's expense) of any books, financial information or records and accounts that NICE may require in relation requires which relate to this Agreementagreement. If, at NICE’s request, Supplier rights and responsibilities The Supplier shall deliver the Contractor undertakes any copying on behalf of NICE, NICE will be responsible for Service in the costs of such copying. For form and by the purpose of: dates set out in Schedule A. The Supplier shall offer training in the examination and certification of NICE’s accounts; or any examination pursuant to section 6(1) use of the National Audit Act 1983 or any re-enactment thereof Service. Training is set out in schedule A. The Supplier is under no obligation to monitor the activities of the economy, efficiency and effectiveness User. However the Supplier reserves the right to do so in connection with which NICE has used its resources; the Controller and Audit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held technical or otherwise within necessary considerations in connection to the control Service specified in Schedule A. The Supplier reserves the right to amend the terms of the Contractor and may require AUP from time to time by updating the Contractor to produce such oral or written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) existing version of the National Audit Act 1983 or any re-enactment thereof in relation to AUP on the Contractor is not a function exercisable under Supplier's website and advising the User of this Agreementchange. Communication between NICE and Contractor The Contractor shall ensure that it complies with all communications with NICE concerning current employment legislation and in particular, does not unlawfully discriminate within the Project shall only be between meaning of the nominated representatives of both Parties, that isRace Relations Act 1976 (as amended), the Authorised OfficerEqual Pay Xxx 0000, the Administrative Lead and Sex Discrimination Xxx 0000 (as amended), the Senior LeadDisability Discrimination Act 1995 (as amended), the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Equality Xxx 0000, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003, the Equality Act (Sexual Orientation) Regulations 2007, the Employment Equality (Sex Discrimination) Regulations 2005, the Employment Equality (Age) Regulations 2006, or any other relevant legislation relating to discrimination in the employment of employees for the purpose of providing the Services. The Contractor shall issue NICE with take all reasonable notice of steps (at its own expense) to ensure that any meetings employees employed in the provision of the External Assessment Centre Services do not unlawfully discriminate within the meaning of this Clause 6.5 and invite shall impose on any sub-contractor obligations substantially similar to those imposed on the nominated officer Contractor by this Clause 6.5. Costs and Payment All invoices must be paid no later than 30 days from the Programme Director (invoicing date. The User agrees to pay the identities of whom will be Supplier the specified fees for the Service, based on the rates set out in Schedule A or as otherwise notified to the Contractor User pursuant to clause 7.6. The User is responsible for ensuring that any and all amounts outstanding are paid on time. The Subscription Agreement Fee specified in Schedule A is payable in arrears unless otherwise agreed in writing with the Supplier. An additional Subscription Agreement Fee is payable for each additional User in excess of the number specified in Schedule A. Following the expiry of the Initial Term, the fees specified in Schedule A are subject to change by the Supplier with one month’s notice either by posting of the new rates on the Supplier's website or by email to the User. The Supplier reserves the right to charge the User the Standard Hourly Rate, as shown in Schedule A (or as otherwise notified to the User [by email] , to cover; the resolution of excessive or unusual problems or complaints that arise from the improper use, operation and modification or neglect of the Service failure by the User to implement recommendations in respect of, or solutions, to faults previously advised by the Supplier any repair adjustment alteration or modification of the Service by any person other than the Supplier without the Supplier’s prior written consent. any problem with the Service which is caused by or results from the User changing any hardware, operating system software, networks or other technical infrastructure other services not covered by the Agreement. The Supplier shall be entitled, at its discretion, to suspend access to the Related Application and the provision of the Service in the event of non-payment of any amount due to the Supplier. The Supplier will notify the User as soon as practicable of such suspension. The User is responsible for keeping its contact and billing information up-to-date and accurate, including but not limited to a properly functioning and regularly inspected email address. The Supplier shall not be held liable if the Service is suspended or terminated because of the Supplier's inability to contact the User due to incorrect contact or billing information. The User will pay all sales, excise and other value-added taxes, duties or levies of any kind whatsoever imposed by any authority, government agency or commission in connection with the Service as provided under this Agreement. There are no partial refunds or credits for early cancellations and all payments to the Supplier are final and non-refundable except as otherwise set out herein. The Supplier reserves the right to charge interest on any overdue account from the first day after payment should have been made and until payment is made, accruing daily, at 4% points above the base lending rate of the Bank of England from time to time) and other NICE staff as NICE deem necessary to attend these meetings. The Contractor contractor shall attend meetings with NICE and the External Assessment Centre members when send all invoices to NICE, acting reasonablyXxxxxxx Xxxxx, considers it appropriateXxxxxxxxx Xxxx,Xxxxxxxxx XX0 0XX clearly quoting the contract number Invoices sent to nice shall be accurate and correct in all respects. Governance The Contractor shall ensure that NICE reserves the affairs unconditional right to withhold payment of the External Assessment Centre as they relate final invoice or invoices until the project services are successfully concluded to the performance satisfaction of nice and nice receives a copy of any relevant work created as a result of the Project are at all times conducted project services in accordance with sound principles of governancea form acceptable to the NICE. PROVISION OF Backup and maintenance The Supplier shall provide backup and restore processes for the Related Application and User Content. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the External Assessment Centre and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor Supplier agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not limited to) the following: to maintain technical use reasonable care and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps skill to ensure the reliability of the backup and restore process. Maintenance shall not include any maintenance which is necessitated otherwise than by fair use, including damage resulting from accident, neglect or misuse, failure or unsuitability of electricity supply, failure to comply with the provisions for operating the Related Application laid down in the operating manual, any of the Contractor’s employees who have access causes set out in clause 7.7 or any causes other than from normal and proper use. Maintenance shall not include maintenance of any application or component that is not covered by this Agreement, or is covered by agreements made with other parties, or which is not directly related to Personal Data; only the Service. Maintenance shall not include the reinstatement of lost data that is not due to process Personal Data for and on behalf of NICE solely a Related Application malfunction. Except as expressly provided in accordance with the instructions of NICE and in compliance with this Agreement and or as agreed between the DPA; andparties in writing, the Supplier shall have no obligation to provide any maintenance or support services to the User outside normal working hours.

Financial Control. The Contractor shall keep accurate books, records and accounts in respect of the Project (in accordance with sound and prudent financial management) and, if requested in writing by NICE, shall (at NICE’s expense) have them certified by a professional firm of auditors. The Contractor shall permit NICE to inspect and take copies of any books, records and accounts that NICE may require in relation to this Agreement. If, at NICE’s request, the Contractor undertakes any copying on behalf of NICE, NICE NICE will be responsible for the responsible costs of such copying. For the purpose of: the examination and certification of NICE’s accounts; or any examination pursuant to section 6(1) of the National Audit Act 1983 or any re-enactment thereof of the economy, efficiency and effectiveness with which NICE has used its resources; the Controller and Audit General and NICE or its auditors may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Contractor and may require the Contractor to produce such oral or written explanation as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of an examination under Section 6(3)(d) of the National Audit Act 1983 or any re-enactment thereof in relation to the Contractor is not a function exercisable under this Agreement. Communication between NICE and Contractor The Contractor shall ensure that all communications with NICE concerning the Project shall only be between the nominated representatives of both Parties, that is, the Authorised Officer, the Administrative Lead and the Senior Lead. The Contractor shall issue NICE with reasonable notice of any meetings of the External Assessment Collaborating Centre and invite the nominated Authorised officer and the Programme Director (the identities of whom will be notified to the Contractor from time to time) and other NICE staff as NICE deem necessary to attend these meetings. The Contractor shall attend meetings with NICE and the External Assessment Collaborating Centre members when NICE, acting reasonably, considers it appropriate. Governance The Contractor shall ensure that the affairs of the External Assessment Collaborating Centre as they relate to the performance of the Project are at all times conducted in accordance with sound principles of governance. The Contractor shall consult with NICE when managing or when considering amendments to the membership of the External Assessment Collaborating Centre and will comply with Clause 9.6 and Clause 18 below. Laws and Regulations The Contractor shall adhere to all laws and regulations relating to the performance of the Project. In particular the Contractor shall adhere to all Health and Safety, employment, and environmental legislation. The Contractor shall comply with the Data Protection Act 1998 (“the DPA”) and any subsequent replacements or amendments for the time being in force. The Contractor shall comply with the eight Data Protection principles set out in the DPA. In particular, the Contractor agrees to comply with the obligations placed on NICE by the seventh data protection principle ("the Seventh Principle") set out in the DPA, including (but not limited to) the following: to maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the NICE by the Seventh Principle; to take reasonable steps to ensure the reliability of any of the Contractor’s employees who have access to Personal Data; only to process Personal Data for and on behalf of NICE solely in accordance with the instructions of NICE and in compliance with this Agreement and the DPA; and