Common use of INDEMNITIES AND WARRANTY Clause in Contracts

INDEMNITIES AND WARRANTY. The Receiving Party represents and warrants as follows: it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; it shall provide the Staff Members with adequate personal protective equipment to practise safely in the environment they are working. The Receiving Party shall not require the Staff Members to undertake any duties that they reasonably consider to be outside their capabilities and/or that they feel inadequately trained and/or prepared for. It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain employed by the Employing Party as at the date of this Agreement. If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment between any Staff Member and the Employing Party is found to have effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPE, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. All employee relations matters, including grievance, disciplinary, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes, including in ensuring the timely provision of information sought, and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. The Receiving Party shall have day-to-day control of the Staff Members’ activities whilst they are deployed and providing the Services under the terms of this Agreement but as soon as reasonably practicable shall refer any management issues (referred to in 6.5) concerning a Staff Member that come to its attention to the Employing Party. Without prejudice to clause 4.1 above, the Receiving Party shall have sole liability for any Losses suffered or incurred by it or any third party arising out of or in connection with the acts or omissions of any Staff Member, including any negligent or reckless act or omission. The Receiving Party shall have sole liability for any Losses suffered or incurred by the Employing Party or any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officers or employees pursuant to the terms of this Agreement, including any negligent or reckless act or omission and any clinical negligence or other claims which arise out of or in connection to situational or environmental issues at the Receiving Party. The Receiving Party shall indemnify the Employing Party and keep the Employing Party indemnified against any and all Losses suffered or incurred by the Employing Party or by any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officer or employees of whatever kind. If a Party becomes aware of any matter that may give rise to a claim or complaint against another Party or any of its directors, officers, employees, workers or contractors, notice of that fact shall be given as soon as possible to the relevant Party. Each Party shall, at its own expense, provide any other Party with such reasonable assistance as that Party may reasonably require to contest any claim, complaint or allegation resulting from or in connection with arrangements pursuant to this Agreement, subject always to a Party's obligations under the DPA.

INDEMNITIES AND WARRANTY. The 6.1 A Receiving Party hereby represents and warrants as follows: : 6.1.1 it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; ; 6.1.2 it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; ; 6.1.3 it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to to: location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; ; 6.1.4 it shall provide the Staff Members with access to adequate personal protective equipment to practise safely in the environment they are working. . 6.2 The Receiving Party shall not require the Staff Members to undertake any duties that they reasonably consider to be outside their capabilities and/or that they feel inadequately trained untrained and/or prepared unprepared for. . 6.3 It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain employed engaged by the Employing Party their employer as at the date of this Agreement. . 6.4 If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment or collective agreement between any Staff Member and the Employing Party is found to have their employer, has effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPETUPE or otherwise, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. . 6.5 All employee relations matters, matters including grievance, disciplinarydiscipline, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes, processes including in ensuring the timely provision of information sought, sought and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. . 6.6 The Receiving Party shall have day-to-day control of the Staff Members’ activities whilst they are deployed and providing the Services under the terms of this Agreement but as soon as reasonably practicable shall refer any management issues (referred to in 6.5) concerning a Staff Member that come to its attention to the Employing Party. . 6.7 Without prejudice to clause 4.1 above, the Receiving Party shall have sole liability for any Losses suffered or incurred by it or any third party arising out of or in connection with the acts or omissions of any Staff Member, including any negligent or reckless act or omission. . 6.8 The Receiving Party shall have sole liability for any Losses suffered or incurred by the Employing Party or any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officers or employees pursuant to the terms of this Agreement, including any negligent or reckless act or omission and any clinical negligence or other claims which arise out of or in connection to situational or environmental issues at the Receiving Party. The Receiving Party shall indemnify the Employing Party and keep the Employing Party indemnified against any and all Losses suffered or incurred by the Employing Party or by any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officer or employees of whatever kind. . 6.9 If a Party becomes aware of any matter that may give rise to a claim or complaint against another Party or any of its directors, officers, employees, workers or contractors, notice of that fact shall be given as soon as possible to the relevant Party. . 6.10 Each Party shall, at its own expense, provide any other Party with such reasonable assistance as that Party Trust may reasonably require to contest any claim, complaint or allegation resulting from or in connection with arrangements pursuant to this Agreement, subject always to a Party's obligations under the DPA.

INDEMNITIES AND WARRANTY. The A Receiving Party hereby represents and warrants as follows: it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of staff and service users on its premises and/or under its direction or care; it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; it shall provide the Staff Members with adequate personal protective equipment to practise safely in the environment they are working. The Receiving Party shall not require the Staff Members to undertake any duties that they reasonably consider to be outside their capabilities and/or that they feel inadequately trained and/or prepared for. It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain employed engaged by the Employing Party their employer as at the date of this Agreement. If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment or collective agreement between any Staff Member and the Employing Party is found to have their employer, has effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPETUPE or otherwise, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. All employee relations matters, matters including grievance, disciplinarydiscipline, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes, processes including in ensuring the timely provision of information sought, sought and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. The Receiving Party shall have day-to-day control of the Staff Members’ activities whilst they are deployed and providing the Services under the terms of this Agreement but as soon as reasonably practicable shall refer any management issues (referred to in 6.5) concerning a Staff Member that come to its attention to the Employing Party. Without prejudice to clause 4.1 above, the Receiving Employing Party shall have sole liability for any Losses suffered or incurred by it the Receiving Party or any third party arising out of or in connection with the acts or omissions of any Staff Member, including any negligent or reckless act or omissionomission save for where such acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers or employees The Employing Party shall indemnify the Receiving Party and keep the Receiving Party indemnified against any and all Losses suffered or incurred by the Receiving Party or by any third party arising out of or in connection with the acts or omissions of any Staff Member of whatever kind, save for where such acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers of employees. The Receiving Party shall have sole liability for any Losses suffered or incurred by the Employing Party or any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officers or employees pursuant to the terms of this Agreement, including any negligent or reckless act or omission and any clinical negligence or other claims which arise out of or in connection to situational or environmental issues at the Receiving Party. The Receiving Party shall indemnify the Employing Party and keep the Employing Party indemnified against any and all Losses suffered or incurred by the Employing Party or by any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officer or employees of whatever kind. If a Party becomes aware of any matter that may give rise to a claim or complaint against another Party or any of its directors, officers, employees, workers or contractors, notice of that fact shall be given as soon as possible to the relevant Party. Each Party shall, at its own expense, provide any other Party with such reasonable assistance as that Party may reasonably require to contest any claim, complaint or allegation resulting from or in connection with arrangements pursuant to this Agreement, subject always to a Party's obligations under the DPA.

INDEMNITIES AND WARRANTY. The Receiving Party hereby represents and warrants as follows: it complies and shall continue to comply with all relevant health and safety legislation applicable to the protection of its own staff and service users users, together with Staff Members on its premises Premises and/or under its direction or care; and it shall provide a safety induction relevant to its organisation to the Staff Members including but not limited to fire evacuation procedures and local environment induction; it shall provide appropriate training and shadowing to prepare the Staff Members for the duties they are asked to undertake including a job essential induction, providing the information necessary to allow the Staff Members to provide the Services, including but not limited to location of supplies and equipment, access to care plans, name of supervisor, details of relevant policies; it shall provide the Staff Members with adequate personal protective equipment to practise safely in the environment they are working. The Receiving Party shall not require the Staff Members to undertake any duties that they reasonably consider to be outside their capabilities and/or that they feel inadequately trained and/or prepared for. It is not intended that TUPE will apply to the arrangements provided for in this Agreement, and it is understood and agreed by the Parties that TUPE does not apply. It is intended that the Staff Members shall remain employed by the Employing Party their employer as at the date of this Agreement. If, contrary to the intentions, understanding and agreement of the Parties, at any time during this Agreement any contract of employment between any Staff Member and the Employing Party is found to have effect as if originally made between the Receiving Party and the Staff Member as a result of the provisions of TUPE, then the Employing Party shall act reasonably in facilitating the transfer of the staff member(s) to the Receiving Party. All employee relations matters, including grievance, disciplinary, leave, sickness and/or performance relating to Staff Members shall be dealt with by the Employing Party. The Employing Party and Receiving Party shall cooperate at all times with any such employment processes, including in ensuring the timely provision of information sought, and securing the involvement and attendance of witnesses in investigations and internal meetings and hearings. The Receiving Party shall have be responsible for the day-to-day control direction and supervision of the Staff Members’ activities whilst they are deployed Member and providing the Services under Staff Member’s conduct and actions during the terms period of this Agreement but as soon as reasonably practicable shall refer any management issues (referred to in 6.5) concerning a time that the Staff Member that come to its attention may be provided to the Employing PartyReceiving Party (the “Sharing Period”). Without prejudice to clause 4.1 above5.2 above and subject to clause 5.5 below, the Receiving Employing Party shall have sole liability for any Losses suffered or incurred by it the Receiving Party or any third party arising out of or in connection with the employment or termination of employment of the Staff Member or acts or omissions of any the Staff Member, including any negligent or reckless act or omission, save for where such Losses arise from acts or omissions of the Receiving Party or any of its directors, officers or employees, or where the acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers or employees during the Sharing Period. The Employing Party shall indemnify the Receiving Party and keep the Receiving Party indemnified against any and all Losses suffered or incurred by the Receiving Party or by any third party arising out of or in connection with the employment or termination of employment of the Staff Member or acts or omissions of any Staff Member of whatever kind, save for where such Losses arise from acts or omissions of the Receiving Party or any of its directors, officers or employees, or where the acts or omissions of the Staff Member are at the direction of the Receiving Party or any of its directors, officers or employees during the Sharing Period. The Receiving Party shall have sole liability for any Losses suffered or incurred by the Employing Party or any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officers or employees pursuant to the terms of this Agreement, including any negligent or reckless act or omission and arising out of or in connection with any clinical negligence or other claims which arise out of or in connection with the Staff Member working for the Receiving Party during the Sharing Period, or to situational or environmental issues at the Receiving Party. The Receiving Party shall indemnify the Employing Party and keep the Employing Party indemnified against any and all Losses suffered or incurred by the Employing Party or by any third party arising out of or in connection with the acts or omissions of the Receiving Party or any of its directors, officer officers or employees of whatever kind, including any negligent or reckless act or omission and arising out of or in connection with any clinical negligence or other claims which arise out of or in connection with the Staff Member working for the Receiving Party during the Sharing Period, or to situational or environmental issues at the Receiving Party. If a an Employing Party or Receiving Party becomes aware of any matter that may give rise to a claim or complaint against another the other relevant Party or any of its directors, officers, employees, workers or contractors, notice of that fact shall be given as soon as possible to the other relevant Party. Each Party shall, at its own expense, provide any other Party with such reasonable assistance as that Party may reasonably require to contest any claim, complaint or allegation resulting from or in connection with arrangements pursuant to this Agreement, subject always to a Party's obligations under the DPAUK GDPR.