PREVENTION OF BRIBERY AND CORRUPTION. 9.1 The Supplier shall not: 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ; 9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916. 9.2 The Supplier warrants, represents and undertakes to the Authority that it has not: 9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and 9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and 9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract; 9.3 The Supplier shall: 9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; 9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9; 9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach. 9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: 9.4.1 this clause 9; or 9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption). 9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.5.1 the amount of value of any such gift, consideration or commission; and 9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 15 contracts
Samples: Framework Agreement, Framework Agreement, It Hardware and Solutions Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 11.1 The Supplier shall not:not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all the Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
11.3.4 if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 11.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 14 contracts
Samples: Contract Services, Contract Services, Contract Services
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 13 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 above and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 9 (Prevention of Bribery and Corruption);
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach;
9.4 Any audit conducted pursuant to Clause 9.3.3 above shall be in addition to the number of audits permitted under Clause 17 (Records and Audit Access) of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause 9Clause 9 (Prevention of Bribery and Corruption); or
9.4.2 9.5.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 99 (Prevention of Bribery and Corruption), the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 99 (Prevention of Bribery and Corruption).
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 (Management Charge) does not constitute a payment of commission for the purposes of this clause 9Clause 9 (Prevention of Bribery and Corruption).
Appears in 12 contracts
Samples: Framework Agreement for the Supply of Locum Doctors, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1. The Supplier shall not:not:
9.1.1 8.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 8.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 8.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 8.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 8.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 8.3. The Supplier shall:
9.3.1 8.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010- guidance.pdf;
9.3.2 8.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 8;
9.3.3 8.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 8.4. Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 15 of this Framework Agreement.
8.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
8.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 8.6.1. this clause 9Clause 8; or
9.4.2 8.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 10 contracts
Samples: Framework Agreement, Liquid Fuels Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx- act-2010-guidance.pdf;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 14 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Xxxxxxx Xxx 0000.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 9 contracts
Samples: Framework Agreement, Events Planning, Delivery and Related Services Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Provider shall not:
9.1.1 offer or givenot, or agree to giveand shall procure that any Staff shall not, to commit any employee, agent, servant or representative of the Authorityprohibited acts listed in this clause 9 in relation to the prevention of bribery. For the purposes of this clause, a prohibited act is committed when the Provider or any other public body Staff:
(a) directly or indirectly offers, promises or gives any person employed working for or engaged by or on behalf of the Authority, any gift Authority a financial or other consideration advantage to:
(i) induce that person to perform improperly a relevant function or activity; or
(ii) reward that person for improper performance of a relevant function or activity;
(b) directly or indirectly requests, agrees to receive or accepts any kind which could act financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with the Framework Agreement;
(c) commits any act or failure offence:
(i) under the Xxxxxxx Xxx 0000;
(ii) under legislation creating offences concerning fraudulent acts;
(iii) at common law concerning fraudulent acts relating to act in relation to this the Framework Agreement or any other contract with any Relevant Person ;the Authority; or
9.1.2 engage in and shall procure that all Supplier’s Staff(iv) defrauding, consultants, agents attempting to defraud or Sub-contractors or any person acting on conspiring to defraud the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.Authority
9.2 The Supplier Provider warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has is not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission aware of any financial or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid advantage being given to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework AgreementAuthority, or that an agreement has been reached to that effect, unless in connection with the execution of the Framework Agreement, excluding any arrangement of which full details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;the Framework Agreement.
9.3 The Supplier Provider shall:
9.3.1 (a) if requested, provide the Authority with any reasonable assistance, at the Authority's reasonable cost, to enable the Authority to perform any activity required by any relevant government or agency in relation to this Framework Agreement, act in accordance any relevant jurisdiction for the purpose of compliance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately 9.4 The Provider shall have an anti-bribery policy which prevents any Staff from committing any prohibited acts as in clause 9.1 a copy of this shall be provided to the Authority upon request.
9.5 If any breach of clauses 9.1 or 9.2 is suspected or known, the Provider must notify the Customer and Authority immediately.
9.6 If the Provider notifies the Authority if that it suspects or becomes aware of any knows that there may be a breach of this clause 9;
9.3.3 clauses 9.1 or 9.2, the Provider must respond promptly to any of the Authority’s enquiries regarding any breach's enquiries, potential breach or suspected breach of this clause 9 and the Supplier shall co-co- operate with any investigation investigation, and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breachdocumentation.
9.4 9.7 If the SupplierProvider, its Staff, consultants, agents Staff or Sub-contractors or any person anyone acting on the Supplier's behalfProvider’s behalf engages in conduct prohibited by clauses 9.1 or 9.2, in all cases whether or not acting with the Supplier's knowledge breaches:Authority may;
9.4.1 this clause 9a) terminate the Framework Agreement and recover from the Provider the amount of any Loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Framework Agreement; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to b) recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 Provider any other loss Loss sustained by the Authority in consequence of any breach of this Clause 9those clauses.
9.6 For 9.8 Despite clause 37 (Dispute Resolution), any dispute relating to:
(a) the avoidance interpretation of doubtclause 9.1; or
(b) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, having given due consideration to all relevant factors, and its decision shall be final and conclusive.
9.9 Any termination under clause 9.7 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.
9.10 In exercising its rights or remedies under clause 9.7, the Parties agree that Authority shall:
a) act in a reasonable and proportionate manner having regard to such matters as the Management Charge payable in accordance with clause 16 does not constitute a payment gravity of, and the identity of, the person performing the conduct prohibited by clauses 9.1 or 9.2;
b) give all due consideration, where appropriate, to action other than termination of commission for the purposes of this clause 9.contract
Appears in 8 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 above and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 9 (Prevention of Bribery and Corruption);
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach;
9.4 Any audit conducted pursuant to Clause 9.3.3 above shall be in addition to the number of audits permitted under Clause 17 (Records and Audit Access) of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause 9Clause 9 (Prevention of Bribery and Corruption); or
9.4.2 9.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 99 (Prevention of Bribery and Corruption), the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 99 (Prevention of Bribery and Corruption).
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 (Management Charge) does not constitute a payment of commission for the purposes of this clause 9Clause 9 (Prevention of Bribery and Corruption).
Appears in 8 contracts
Samples: Framework Agreement, Framework Agreement for the Supply of Locum Doctors, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1 The Supplier shall not:not:
9.1.1 8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's ’s behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; andor
9.2.2 8.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 8.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, be paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 8.3 The Supplier shall, where legally permitted to do so:
9.3.1 8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 8.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;Clause 8; and
9.3.3 8.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 16.
8.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's ’s behalf, in all cases whether or not acting with the Supplier's knowledge ’s knowledge, breaches:
9.4.1 8.5.1 this clause 9Clause 8; or
9.4.2 8.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority; The Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 25.1 (Termination on for Bribery and Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 8 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx- act-2010-guidance.pdf;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 14 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 7 contracts
Samples: Events Planning, Delivery and Related Services Framework Agreement, Events Planning, Delivery and Related Services Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach;
9.4 Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause Clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9.
Appears in 6 contracts
Samples: Courier Services Framework Agreement, Courier Services Framework Agreement, Courier Services Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 engage in not commit and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a any Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1Act. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 : in relation to this Framework AgreementCall Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 44; respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 44 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit the Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 ; if so required by the Customer, within twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 44. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, its Staff, consultants, agents or Sub-contractors the Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 breaches this clause 9; or
9.4.2 Clause 44 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Call Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 944, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss Loss sustained by the Authority Customer in consequence of any breach of this Clause 944.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 6 contracts
Samples: Call Off Contract, Call Off Contract, Call Off Contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 engage in not commit and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a any Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1Act. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 : in relation to this Framework AgreementCall Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 46; respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 46 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit the Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 ; if so required by the Customer, within twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, its Staff, consultants, agents or Sub-contractors the Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 breaches this clause 9; or
9.4.2 Clause 46 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Call Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 946, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss Loss sustained by the Authority Customer in consequence of any breach of this Clause 946.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 6 contracts
Samples: Call Off Contract, Call Off Contract, Call Off Contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Xxxxxxx Xxx 0000.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 7.7. Without prejudice to its other rights and remedies under this Clause 97, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 97 (Prevention of Bribery and Corruption).
9.6 7.8. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 38 does not constitute a payment of commission for the purposes of this clause 9Clause 7 (Prevention of Bribery and Corruption).
Appears in 5 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Solicitor shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement the Contract; or any other contract with any Relevant Person ;
9.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 not: paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;
9.3 . The Supplier Solicitor shall:
9.3.1 : in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 11; respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.
9.4 If ; if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 : this clause 9Clause 11; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 effect. Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority Client in consequence of any breach of this Clause 9.
9.6 For 11. NON-DISCRIMINATION The Solicitor shall not unlawfully discriminate within the avoidance meaning and scope of doubtany Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Solicitor shall take all reasonable steps to secure the Parties agree that observance of Clause 12.1 by all the Management Charge payable Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with clause 16 does Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the Client immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The Solicitor shall not constitute assign, novate, enter into a payment Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of commission it without the Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Solicitor shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Client such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 8 shall be available to the Solicitor in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of this clause 9Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.
Appears in 5 contracts
Samples: Contract for the Provision of Legal Services, Contract for the Provision of Legal Services, Contract for the Provision of Legal Services
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 5 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1. The Supplier shall not:not:
9.1.1 8.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 8.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 8.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 8.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 8.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 8.3. The Supplier shall:
9.3.1 8.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010- guidance.pdf;
9.3.2 8.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 8;
9.3.3 8.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 8.4. Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 15 of this Framework Agreement.
8.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Xxxxxxx Xxx 0000.
8.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 8.6.1. this clause 9Clause 8; or
9.4.2 8.6.2. the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 5 contracts
Samples: Liquid Fuels Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1 The Supplier shall not:not:
9.1.1 8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; andor
9.2.2 8.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 8.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 8.3 The Supplier shall:
9.3.1 8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 8.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;Clause 8; and
9.3.3 8.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 15.
8.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 8.5.1 this clause 9Clause 8; or
9.4.2 8.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Authority, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 24.1 (Termination on for Bribery and Corruption).
9.5 8.6 Without prejudice to its other rights and remedies under this Clause 98, the Authority shall be entitled to recover the amount of value of any such gift, consideration or commission in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss sustained by the Authority in consequence of any breach of this Clause 98.
9.6 8.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 14 does not constitute a payment of commission for the purposes of this clause 9Clause 8.
Appears in 4 contracts
Samples: Framework Agreement, Framework Agreement, Legal Services Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION. 11.1 The Solicitor shall not:
9.1 The Supplier shall not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier Solicitor shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.;
9.4 If 11.3.4 if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate.
11.4 If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Client in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 4 contracts
Samples: Letter of Appointment, Letter of Appointment, Letter of Appointment
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the AuthorityRelevant Person, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 Act. The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 ; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, its the Supplier Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause Clause 9; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Agreement. Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in accordance with Clause 26.1 and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in accordance with Clause 26.2; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13.
Appears in 4 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 30.1 The Supplier shall not:not:
9.1.1 30.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, or any other public body or person employed by or on behalf of the AuthorityCustomer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Contract;
9.1.2 30.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 30.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 30.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 30.2.1 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 30.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 30.3 The Supplier shall:
9.3.1 30.3.1 in relation to this Framework AgreementContract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 30.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 930;
9.3.3 30.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and 30and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
30.3.4 if so required by the Customer, within twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or other persons who are supplying the Goods and Services in connection with this Contract compliance with this clause 30. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request;
30.3.5 have and maintain an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it any of its Staff, consultants, agents or Sub-contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 30.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 30.4.1 this clause 930; or
9.4.2 30.4.2 the Bribery Act 2010 in relation to this Framework Agreement Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 30.5 Without prejudice to its other rights and remedies under this Clause 9clause 30, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 30.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 30.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 9clause 30.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 3 contracts
Samples: Order Form and Call Off Terms, Order Form and Call Off Terms, Order Form and Call Off Terms
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Provider shall not:
9.1.1 offer or givenot, or agree to giveand shall procure that any Staff shall not, to commit any employee, agent, servant or representative of the Authorityprohibited acts listed in this clause 9 in relation to the prevention of bribery. For the purposes of this clause, a prohibited act is committed when the Provider or any other public body Staff:
(a) directly or indirectly offers, promises or gives any person employed working for or engaged by or on behalf of the Authority, any gift Authority a financial or other consideration advantage to:
(i) induce that person to perform improperly a relevant function or activity; or
(ii) reward that person for improper performance of a relevant function or activity;
(b) directly or indirectly requests, agrees to receive or accepts any kind which could act financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with the Framework Agreement;
(c) commits any act or failure offence:
(i) under the Xxxxxxx Xxx 0000;
(ii) under legislation creating offences concerning fraudulent acts;
(iii) at common law concerning fraudulent acts relating to act in relation to this the Framework Agreement or any other contract with any Relevant Person ;the Authority; or
9.1.2 engage in and shall procure that all Supplier’s Staff(iv) defrauding, consultants, agents attempting to defraud or Sub-contractors or any person acting on conspiring to defraud the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.Authority
9.2 The Supplier Provider warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has is not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission aware of any financial or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid advantage being given to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework AgreementAuthority, or that an agreement has been reached to that effect, unless in connection with the execution of the Framework Agreement, excluding any arrangement of which full details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;the Framework Agreement.
9.3 The Supplier Provider shall:
9.3.1 (a) if requested, provide the Authority with any reasonable assistance, at the Authority's reasonable cost, to enable the Authority to perform any activity required by any relevant government or agency in relation to this Framework Agreement, act in accordance any relevant jurisdiction for the purpose of compliance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately 9.4 The Provider shall have an anti-bribery policy which prevents any Staff from committing any prohibited acts as in clause 9.1 a copy of this shall be provided to the Authority upon request.
9.5 If any breach of clauses 9.1 or 9.2 is suspected or known, the Provider must notify the Customer and Authority immediately.
9.6 If the Provider notifies the Authority if that it suspects or becomes aware of any knows that there may be a breach of this clause 9;clauses
9.3.3 9.1 or 9.2, the Provider must respond promptly to any of the Authority’s enquiries regarding any breach's enquiries, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation investigation, and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breachdocumentation.
9.4 9.7 If the SupplierProvider, its Staff, consultants, agents Staff or Sub-contractors or any person anyone acting on the Supplier's behalfProvider’s behalf engages in conduct prohibited by clauses 9.1 or 9.2, in all cases whether or not acting with the Supplier's knowledge breaches:Authority may;
9.4.1 this clause 9a) terminate the Framework Agreement and recover from the Provider the amount of any Loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Framework Agreement; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to b) recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 Provider any other loss Loss sustained by the Authority in consequence of any breach of this Clause 9those clauses.
9.6 For 9.8 Despite clause 37 (Dispute Resolution), any dispute relating to:
(a) the avoidance interpretation of doubtclause 9.1; or
(b) the amount or value of any gift, consideration or commission, shall be determined by the Authority, acting reasonably, having given due consideration to all relevant factors, and its decision shall be final and conclusive.
9.9 Any termination under clause 9.7 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.
9.10 In exercising its rights or remedies under clause 9.7, the Parties agree that Authority shall:
a) act in a reasonable and proportionate manner having regard to such matters as the Management Charge payable in accordance with clause 16 does not constitute a payment gravity of, and the identity of, the person performing the conduct prohibited by clauses 9.1 or 9.2;
b) give all due consideration, where appropriate, to action other than termination of commission for the purposes of this clause 9.contract
Appears in 3 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 30.1 The Supplier shall not:not:
9.1.1 30.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer or other Contracting Body, or any other public body or person employed by or on behalf of the AuthorityCustomer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Contract;
9.1.2 30.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 30.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 30.2.1 paid commission or agreed to pay commission to the Customer Customer, Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 30.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or other Contracting Body or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 30.3 The Supplier shall:
9.3.1 30.3.1 in relation to this Framework AgreementContract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 30.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 30;
9.3.3 30.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 30 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
30.3.4 if so required by the Customer, within twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub- Contractors or other persons who are supplying the Services in connection with this Contract compliance with this Clause 30. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request;
30.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any of its Staff, consultants, agents or Sub-Contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 30.4 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 30.4.1 this clause 9Clause 30; or
9.4.2 30.4.2 the Bribery Act 2010 in relation to this Framework Agreement Contract or any other contract with the Authority Customer or Contracting Body or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 30.5 Without prejudice to its other rights and remedies under this Clause 930, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 30.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 30.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 930.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 2 contracts
Samples: Courier Services Contract, Courier Services Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 above and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 9 (Prevention of Bribery and Corruption);
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach;
9.4 Any audit conducted pursuant to Clause 9.3.3 above shall be in addition to the number of audits permitted under Clause 17 (Records and Audit Access) of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause 9Clause 9 (Prevention of Bribery and Corruption); or
9.4.2 9.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 99 (Prevention of Bribery and Corruption), the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 99 (Prevention of Bribery and Corruption).
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 (Management Charge) does not constitute a payment of commission for the purposes of this clause 9Clause 9 (Prevention of Bribery and Corruption).
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 12.1 The Supplier shall not:not:
9.1.1 12.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 12.1.2 engage in in, and shall procure that all the Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 12.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 12.2.1 paid commission or agreed to pay commission to the Customer Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 12.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this the Contract;.
9.3 12.3 The Supplier shall:
9.3.1 12.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 12.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 12.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
12.3.4 if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and
12.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 12.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 12.4.1 this clause 9Clause 11; or
9.4.2 12.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 12.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 12.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 12.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 2 contracts
Samples: Contract Services, Letter of Appointment
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 2 contracts
Samples: It Hardware and Solutions Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx- act-2010-guidance.pdf;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 7.7. Without prejudice to its other rights and remedies under this Clause 97, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 97 (Prevention of Bribery and Corruption).
9.6 7.8. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 38 does not constitute a payment of commission for the purposes of this clause 9Clause 7 (Prevention of Bribery and Corruption).
Appears in 2 contracts
Samples: Wider Public Sector Travel Management Services Framework Agreement, Wider Public Sector Travel Management Services Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 31.1 The Supplier shall not:not:
9.1.1 31.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, or any other public body or person employed by or on behalf of the AuthorityCustomer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Contract;
9.1.2 31.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 31.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 31.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 31.2.1 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 31.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 31.3 The Supplier shall:
9.3.1 31.3.1 in relation to this Framework AgreementContract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 31.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 931;
9.3.3 31.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 31 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
31.3.4 if so required by the Customer, within twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or other persons who are supplying the Goods and Services in connection with this Contract compliance with this clause 31. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request;
31.3.5 have and maintain an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it any of its Staff, consultants, agents or Sub-contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 31.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 31.4.1 this clause 931; or
9.4.2 31.4.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 31.5 Without prejudice to its other rights and remedies under this Clause 9clause 31, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 31.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 31.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 9clause 31.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 2 contracts
Samples: Call Off Agreement, Call Off Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 ; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 and commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.110.1. Each time a Call-Off Agreement and/or Lease Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement and/or Lease Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 ; The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 ; respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 . Any audit conducted pursuant to clause 9.5 shall be in addition to the number of audits permitted under clause 17 of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 9; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement and/or Lease Agreement by written notice with immediate effect [in accordance with Clause 26.1 27.1 (Termination on Corruption).
9.5 ]. Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 10.1. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 9 (Prevention of Bribery and Corruption); respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 (Records and Audit Access) of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 9Clause 9 (Prevention of Bribery and Corruption); or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 99 (Prevention of Bribery and Corruption), the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 (Management Charge) does not constitute a payment of commission for the purposes of this clause 9Clause 9 (Prevention of Bribery and Corruption).
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1 The Supplier shall not:not:
9.1.1 8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; andor
9.2.2 8.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 8.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 8.3 The Supplier shall:
9.3.1 8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 8.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;Clause 8; and
9.3.3 8.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 16 .
8.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 8.5.1 this clause 9Clause 8; or
9.4.2 8.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Authority, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 25.1 (Termination on for Bribery and Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Service Provider shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Service Provider Staff, consultants, agents or Sub-contractors Contractors or Suppliers or any person acting on the SupplierService Provider's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier Service Provider warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached Agreement, done any of the undertakings things prohibited in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier Service Provider with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 or paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 or entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier Service Provider shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 ; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier Service Provider shall co-operate with any investigation and allow the Authority to audit Supplier’s the Service Provider's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement. If the SupplierService Provider, its Staff, consultants, agents the Service Provider Staff or Sub-contractors Suppliers or any person acting on the SupplierService Provider's behalf, in all cases whether or not acting with the SupplierService Provider's knowledge breaches:
9.4.1 : this clause Clause 9; or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off any Call‑Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier Service Provider and the Supplier Service Provider shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9. CONFLICTS OF INTEREST The Service Provider shall take appropriate steps to ensure that neither the Service Provider nor the Service Provider’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Service Provider or the Service Provider’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Service Provider shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Service Provider and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Service Provider and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Service Provider shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Service Provider and the Service Provider’s Staff (which for the purposes of this Clause 11 shall include its shareholders holding in excess of fifty per cent (50%) of the entire issued share capital of the Service Provider and directors). The Service Provider shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur, save where complying with this provision would cause the Service Provider or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Service Provider or the Service Provider Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Service Provider notice in writing, and recover from the Service Provider the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Service Provider and the Service Provider shall on demand indemnify the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Service Provider shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Service Provider shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. The Service Provider shall comply with its obligations as to the verification of Temporary Workers and Candidates recommended to the Authority in a Short List as set out in paragraph:4.3 of Schedule 1. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3 and 5‑20; Call-Off Agreement; the completed Order Form; any other document referred to in the Call-Off Agreement (not including the Framework Agreement). STATUTORY REQUIREMENTS AND STANDARDS The Service Provider shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Service Provider shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13. NON-DISCRIMINATION The Service Provider shall not, and shall procure that the Service Provider Staff, Sub‑Contractors and Suppliers do not, unlawfully discriminate either directly or indirectly when performing their obligations under this Framework Agreement and any Call-Off Agreement within the meaning and scope of any Law, enactment, order or regulation relating to discrimination on grounds of race, gender, religion or religious belief, colour, ethnic or national origin, disability, sexual orientation, age or otherwise. The Service Provider shall take all reasonable steps to secure the observance of Clause 14.1 by all the Service Provider's Staff and shall comply with any Authority’s policy on the matters set out in Clause 14.1, as reasonably directed by the Authority. In performing its obligations under this Framework Agreement the Service Provider shall treat all Contracting Bodies in the same manner, regardless of their size.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION. 14.1 None of the Generator, the Licensed Supplier or the Third Party Offtaker shall:
9.1 The Supplier shall not:
9.1.1 (a) offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;Person; or
9.1.2 (b) engage in and each of them shall procure that all Supplier’s their respective Staff, consultants, agents or Sub-contractors or and any person acting on the Generator’s, the Licensed Supplier's or the Third Party Offtaker’s behalf shall not commit, in connection with this ContractAgreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 14.2 The Generator, the Licensed Supplier warrantsand the Third Party Offtaker each separately and severally warrant, represents represent and undertakes undertake to the Authority that it has not:not (and its Staff has not):
9.2.1 (a) in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and14.1;
9.2.2 (b) paid commission or agreed to pay commission to the Customer Authority, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Agreement; andor
9.2.3 (c) entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Agreement.
9.3 14.3 The Generator, the Licensed Supplier shalland the Third Party Offtaker shall each:
9.3.1 (a) (and shall ensure that their respective Staff shall) in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act- 2010-guidance.pdf;
9.3.2 (b) immediately notify the Customer and the Authority if it suspects they suspect or becomes become aware of any breach of this clause 9;Clause 14; and
9.3.3 (c) respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 14 and the Generator, the Licensed Supplier and the Third Party Offtaker shall each co-operate with any investigation and allow the Authority to audit the Generator's and/or and the Licensed Supplier’s and/or the Third Party Offtaker’s books, records and any other relevant documentation in connection with the any such breach.
9.4 If 14.4 The Generator, the SupplierLicensed Supplier and the Third Party Offtaker shall each, its Staffif requested, consultants, agents provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or Sub-contractors or agency in any person acting on relevant jurisdiction for the Supplier's behalf, in all cases whether or not acting purpose of compliance with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)2010.
9.5 14.5 Without prejudice to its other rights and remedies under this Clause 914, the Authority shall be entitled to recover in full from the Generator, the Licensed Supplier and or the Supplier shall on demand indemnify Third Party Offtaker (as the Authority in full from and against:
9.5.1 case may be) the amount of value of any such gift, consideration or commission; and
9.5.2 commission and the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) shall on demand indemnify the Authority in full from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other loss professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this Clause 9.
9.6 For 14 by the avoidance of doubtGenerator, the Parties agree that Licensed Supplier or the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9Third Party Offtaker and/or their respective Staff.
Appears in 1 contract
Samples: Supplier Interface Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 (a) offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 (b) engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 (a) in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 (b) paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 (c) entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 (a) in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx- act-2010-guidance.pdf;
9.3.2 (b) immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 (c) respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3(c) shall be in addition to the number of audits permitted under Clause 14 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Xxxxxxx Xxx 0000.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 (a) this clause 9Clause 7; or
9.4.2 (b) the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Media Buying Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 7.7. Without prejudice to its other rights and remedies under this Clause 97, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 97 (Prevention of Bribery and Corruption).
9.6 7.8. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 38 does not constitute a payment of commission for the purposes of this clause 9Clause 7 (Prevention of Bribery and Corruption).
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Solicitor shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement the Contract; or any other contract with any Relevant Person ;
9.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 not: paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;
9.3 . The Supplier Solicitor shall:
9.3.1 : in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 11; respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.
9.4 If ; if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 : this clause 9Clause 11; or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 effect. Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority Client in consequence of any breach of this Clause 9.
9.6 For 11. NON-DISCRIMINATION The Solicitor shall not unlawfully discriminate within the avoidance meaning and scope of doubtany Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Solicitor shall take all reasonable steps to secure the Parties agree that observance of Clause 12.1 by all the Management Charge payable Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with clause 16 does Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the Client immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The Solicitor shall not constitute assign, novate, enter into a payment Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of commission it without the Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Solicitor shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Client such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 8 shall be available to the Solicitor in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of this clause 9Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 27.1 The Supplier shall not:not:
9.1.1 27.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 27.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 27.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 27.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 27.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 27.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; andor
9.2.3 27.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 27.2.4 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 : this clause 9Clause 27; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Agreement, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 effect. Without prejudice to its other rights and remedies under this Clause 927, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 27. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 11 does not constitute a payment of commission for the purposes of this clause 9Clause 27.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 27.1 The Supplier shall not:not:
9.1.1 27.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 27.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 27.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 27.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 27.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 27.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; andor
9.2.3 27.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 27.2.4 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breachbreach;
9.4 Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause Clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9.
Appears in 1 contract
Samples: Courier Services Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1 The Supplier shall not:not:
9.1.1 8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; andor
9.2.2 8.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 8.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 8.3 The Supplier shall:
9.3.1 8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 8.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;Clause 8; and
9.3.3 8.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 16 .
8.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 8.5.1 this clause 9Clause 8; or
9.4.2 8.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Authority, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 25.1 (Termination on for Bribery and Corruption).
9.5 8.6 Without prejudice to its other rights and remedies under this Clause 98, the Authority shall be entitled to recover the amount of value of any such gift, consideration or commission in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss sustained by the Authority in consequence of any breach of this Clause 98.
9.6 8.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 15 does not constitute a payment of commission for the purposes of this clause 9Clause 8.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 11.1 The Supplier shall not:not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, theCustomer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all the Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body theCustomer in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
11.3.4 if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 11.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Contract Services
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of ESPO or the AuthorityCustomer, or any other public body or person employed by or on behalf of ESPO or the AuthorityCustomer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under Section 117 (2) of the Prevention of Corruption Acts 1889 to 1916Local Government Xxx 0000.
9.2 The Supplier warrants, represents and undertakes to the Authority ESPO and its Customers that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1clause 9.
1. Each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by ESPO or the Authority Customer or any other public body or any person employed by or on behalf of ESPO or the Authority Customer in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority ESPO before execution of this ContractFramework Agreement;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with any published policy of ESPO or the Ministry of Justice Guidance pursuant Customer in relation to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000;
9.3.2 immediately notify the Customer and the Authority ESPO if it suspects or becomes aware of any breach of this clause 9clause;
9.3.3 respond promptly to any of ESPO’s or the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority ESPO to audit the Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 Any audit conducted pursuant to clause 9.3.3 shall be in addition to the number of audits permitted under clause 17 of this Framework Agreement.
9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with ESPO or the Authority Customer or any person employed by or on behalf of ESPO or the Authority Customer or any Relevant Person Person, the Authority ESPO shall be entitled to terminate this Framework Agreement and the Call-Off Agreement each Contract by written notice with immediate effect in accordance with Clause clause 26.1 (Termination on Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9clause, ESPO and the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority ESPO in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9clause 9.1.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge Retrospective Rebate payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9clause.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 10.1 The Supplier shall not:not:
9.1.1 10.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any Other Contracting Body, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 10.1.2 engage in and shall procure that all Supplier’s the Supplier Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 10.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 10.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. 10.1 Each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 10.2.2 paid commission or agreed to pay commission to the Customer Authority, or any Other Contracting Body, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 10.2.3 entered into this Framework Agreement and the any Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or any Other Contracting Body, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and been approved in writing by the Authority before execution of this Contract;Framework Agreement.
9.3 10.3 The Supplier shall:
9.3.1 10.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 10.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 10 (Prevention of Bribery and Corruption);
9.3.3 10.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-co- operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the any such breach.
9.4 10.4 Any audit conducted pursuant to Clause 10.3.3 shall be in addition to the number of audits permitted under Clause 18 of this Framework Agreement.
10.5 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 10.5.1 this clause 9Clause 10 (Prevention of Bribery and Corruption); or
9.4.2 10.5.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 27.1 (Termination on Bribery and Corruption).
9.5 10.6 Without prejudice to its other rights and remedies under this Clause 910, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 10.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 10.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 910 (Prevention of Bribery and Corruption).
9.6 10.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 17 does not constitute a payment of commission for the purposes of this clause 9Clause 10 (Prevention of Bribery and Corruption).
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION. 9.1 For the avoidance of doubt, the Parties agree that the Authority Management Charge and Third Party Commission shall not constitute a payment of commission for the purposes of this Clause 9.
9.1 9.2 The Supplier shall not:not:
9.1.1 9.2.1 offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 9.2.2 engage in and shall procure that all Supplier’s Supplier Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 9.3 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 9.3.1 in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 9.2 and each time a Call-Off Agreement Customer Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 9.3.2 paid commission or agreed to pay commission to the Customer Authority, or any other public body Contracting Body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 9.3.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority Contracting Body in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 9.4 The Supplier shall:
9.3.1 9.4.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf;
9.3.2 9.4.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;; and
9.3.3 9.4.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the any such actual, potential or suspected breach.
9.4 9.5 Any audit conducted pursuant to Clause 9.4.3 shall be in addition to the number of audits permitted under Clause 15 (Records and Audit Access).
9.6 The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
9.7 If the Supplier, its the Supplier Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.7.1 this clause Clause 9; or
9.4.2 9.7.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 22.1 (Termination on Corruptionfor Cause by the Authority).
9.5 9.8 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss sustained costs, claims, demands, fines or expenses (including reasonable legal and other professional expenses), losses, damages, compensation and other liabilities incurred or to be incurred by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx- act-2010-guidance.pdf;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 and commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.110.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 ; The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 ; respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 . Any audit conducted pursuant to clause 10.3.3 shall be in addition to the number of audits permitted under clause 17 of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 910; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect [in accordance with Clause 26.1 27.1 (Termination on Corruption).
9.5 ]. Without prejudice to its other rights and remedies under this Clause 910, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 10.1. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 17 does not constitute a payment of commission for the purposes of this clause 910.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the AuthorityRelevant Person, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 Act. The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 ; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Xxxxxxx Xxx 0000. If the Supplier, its the Supplier Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause Clause 9; or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Agreement. Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in accordance with Clause 26.1 and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in accordance with Clause 26.2; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 7.1. The Supplier shall not:not:
9.1.1 7.1.1. offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 7.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916Act.
9.2 7.2. The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 7.2.1. in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 7.2.2. paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 7.2.3. entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 7.3. The Supplier shall:
9.3.1 7.3.1. in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx;
9.3.2 7.3.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 7;
9.3.3 7.3.3. respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 7.4. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement.
7.5. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010.
7.6. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 7.6.1. this clause 9Clause 7; or
9.4.2 7.6.2. the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)Agreement.
9.5 7.7. Without prejudice to its other rights and remedies under this Clause 97, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 97 (Prevention of Xxxxxxx and Corruption).
9.6 7.8. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 38 does not constitute a payment of commission for the purposes of this clause 9Clause 7 (Prevention of Bribery and Corruption).
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION. 11.1 The Solicitor shall not:
9.1 The Supplier shall not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier Solicitor shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit Supplierthe Solicitor’s books, records and any other relevant documentation in connection with the breach.;
9.4 If 11.3.4 if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate.
11.4 If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Client in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Bribxxx Xxx 0000, or xx any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; and
9.2.2 or paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; and
9.2.3 or entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. The Supplier shall:
9.3.1 : in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Guidance; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 8; and respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 . Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 15. If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 : this clause 9Clause 8; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Authority, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 24.1 (Termination on for Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 98, the Authority shall be entitled to recover the amount of value of any such gift, consideration or commission in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 8. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 14 does not constitute a payment of commission for the purposes of this clause Clause 8. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier and the Supplier Staff. The Supplier shall notify the Authority in writing and immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier Staff commits Fraud, the Authority may: terminate this Framework Agreement in accordance with Clause 24.2 and recover from the Supplier the amount of any loss suffered by the Authority resulting from such termination, including the costs reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier, and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against, any other loss sustained by the Authority in consequence of any breach of this Clause 9. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Contracting Bodies: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 10.1.1 or 10.1.2 and those of sub-Clause 10.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of Clause 10.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of any Call-Off Agreement the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement; the Call-Off Agreement; and any other document referred to in the Call-Off Agreement (not including this Framework Agreement).
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION. 11.1 The Solicitor shall not:
9.1 The Supplier shall not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier Solicitor shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.;
9.4 If 11.3.4 if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate.
11.4 If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Client in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Contract for the Provision of Hr Legal Support Services
PREVENTION OF BRIBERY AND CORRUPTION. 11.1 The Broker shall not:
9.1 The Supplier shall not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all Supplierthe Broker’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierBroker's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier Broker warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier Broker shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Broker shall co-operate with any investigation and allow the Authority Client to audit SupplierBroker’s books, records and any other relevant documentation in connection with the breach.;
9.4 If 11.3.4 if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Broker and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Broker shall provide such supporting evidence of compliance as the Client may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Broker and any of the Broker’s Staff or any person acting on the SupplierBroker's behalf from committing a Prohibited Act and shall enforce it where appropriate.
11.4 If the Broker, any member of the Broker’s Staff or any person acting on the Broker's behalf, in all cases whether or not acting with the SupplierBroker's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Broker and the Supplier Broker shall on demand indemnify the Authority Client in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority Client in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breachbreach;
9.4 Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause Clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach;
9.4 Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement.
9.4 9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 9.5.1 this clause Clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 9.6.1 the amount of value of any such gift, consideration or commission; and
9.5.2 9.6.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9.
Appears in 1 contract
Samples: Courier Services Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Neither the Generator nor the Licensed Supplier shall not:
9.1.1 shall: offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; or engage in and each of them shall procure that all Supplier’s their respective Staff, consultants, agents or Sub-contractors or and any person acting on the Generator’s or the Licensed Supplier's behalf shall not commit, in connection with this ContractAgreement, a Prohibited Act under Act. The Generator and the Bribery Act 2010Licensed Supplier each separately and severally warrant, or any other relevant laws, statutes, regulations or codes in relation to bribery represent and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes undertake to the Authority that it has not:
9.2.1 not (and its Staff has not): in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated12.1; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Agreement; and
9.2.3 or entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Agreement. The Generator and the Licensed Supplier shall each: (and shall ensure that their respective Staff shall:
9.3.1 ) in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Xxxxxxx Xxx 0000 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Customer and the Authority if it suspects they suspect or becomes become aware of any breach of this clause 9;
9.3.3 Clause 12; and respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 12 and the Generator and the Licensed Supplier shall each co-operate with any investigation and allow the Authority to audit the Generator's and/or and the Licensed Supplier’s books, records and any other relevant documentation in connection with any such breach. The Generator and the breach.
9.4 If Licensed Supplier shall each, if requested, provide the Supplier, its Staff, consultants, agents Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or Sub-contractors or agency in any person acting on relevant jurisdiction for the Supplier's behalf, in all cases whether or not acting purpose of compliance with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Xxxxxxx Xxx 0000. Without prejudice to its other rights and remedies under this Clause 912, the Authority shall be entitled to recover in full from the Generator or the Licensed Supplier and (as the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 case may be) the amount of value of any such gift, consideration or commission; and
9.5.2 commission and the Generator or the Licensed Supplier (as the case may be) shall on demand indemnify the Authority in full from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other loss professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this Clause 9.
9.6 For 12 by the avoidance of doubtGenerator or the Licensed Supplier and/or their respective Staff. The Generator and the Licensed Supplier shall each prevent, the Parties agree and shall procure that the Management Charge payable their respective Staff prevent, any Fraud in accordance with clause 16 does not constitute the standards of a payment Reasonable and Prudent Operator. The Generator and the Licensed Supplier shall each notify the Authority immediately if they have reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Generator or the Licensed Supplier or their respective Staff to commit an offence under the Proceeds of commission for Crime Xxx 0000 or the purposes Terrorism Xxx 0000. If the Generator or the Licensed Supplier or their respective Staff commit Fraud in relation to this Agreement, the Authority may recover in full from the Generator or the Licensed Supplier (as the case may be) and the Generator or the Licensed Supplier (as the case may be) shall on demand indemnify in full and hold the Authority harmless from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this clause 9Clause 13 by the Generator or the Licensed Supplier or their respective Staff. The Generator and the Licensed Supplier shall each take appropriate steps to ensure that neither the Generator nor the Licensed Supplier nor their respective Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Generator or the Licensed Supplier or their respective Staff and the duties owed to the Authority under the provisions of this Agreement. The Generator or the Licensed Supplier (as the case may be) shall promptly notify and provide full particulars to the Authority if such conflict referred to in Clause 14.1 arises or may reasonably be foreseen as arising.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 10.1 The Supplier shall not:not:
9.1.1 10.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 10.1.2 engage in in, and shall procure that all the Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 10.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 10.2.1 paid commission or agreed to pay commission to the Customer Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 10.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this the Contract;.
9.3 10.3 The Supplier shall:
9.3.1 10.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 10.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 10.3.3 respond promptly to any of the AuthorityCustomer’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
10.3.4 if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and
10.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 10.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 10.4.1 this clause 9Clause 11; or
9.4.2 10.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 10.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 10.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 10.5.2 any other loss sustained by the Authority Customer in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each The Supplier shall not: above and each time a Call-Off Agreement Contract is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption); respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach; above shall be in addition to the number of audits permitted under Clause RECORDS AND AUDIT ACCESS (Records and Audit Access) of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 9Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption); or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 Termination on Bribery and Corruption (Termination on Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 9PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption), the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause MANAGEMENT CHARGE (Management Charge) does not constitute a payment of commission for the purposes of this clause 9Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption).
Appears in 1 contract
Samples: Framework Agreement for the Supply of Locum Doctors
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:not:
9.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; andor
9.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 The Supplier shall:
9.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;; and
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17.
9.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge knowledge, breaches:
9.4.1 9.5.1 this clause Clause 9; or
9.4.2 9.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Authority, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on for Bribery and Corruption).
9.5 9.6 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover the amount of value of any such gift, consideration or commission in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 9.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Solicitor shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement the Contract; or any other contract with any Relevant Person ;
9.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 not: paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;
9.3 . The Supplier Solicitor shall:
9.3.1 : in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 11; respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.
9.4 If ; if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 : this clause 9Clause 11; or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 effect. Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority Client in consequence of any breach of this Clause 9.
9.6 For 11. NON-DISCRIMINATION The Solicitor shall not unlawfully discriminate within the avoidance meaning and scope of doubtany Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Solicitor shall take all reasonable steps to secure the Parties agree that observance of Clause 12.1 by all the Management Charge payable Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with clause 16 does Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the Client immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The Solicitor shall not constitute assign, novate, enter into a payment Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of commission it without the Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Solicitor shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Client may assign novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Client such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 8 shall be available to the Solicitor in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of this clause 9Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 11.1 The Supplier shall not:not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Authority any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all the Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Authority in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Authority and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s books, records and any other relevant documentation in connection with the breach;
11.3.4 if so required by the Authority, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Authority in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Authority may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Authority on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 11.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority or any other public body or any person employed by or on behalf of the Authority or any Relevant Person a public body in connection with the Contract, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 11.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Professional Services
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 Act. The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 7.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 or paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 7; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 . Any audit conducted pursuant to Clause 7.3(c) shall be in addition to the number of audits permitted under Clause 14 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 9Clause 7; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Agreement. Without prejudice to its other rights and remedies under this Clause 97, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge Charges payable in accordance with clause 16 does Clause 40 do not constitute a payment of commission for the purposes of this clause 9Clause 7 (Prevention of Bribery and Corruption). If the Supplier becomes aware that a tender has been submitted in respect of this Framework Agreement by an Affiliated Company to the Supplier, the Supplier shall notify the Authority immediately. Any failure to notify the Authority of a tender submitted by an Affiliated Company may be deemed collusive behaviour and the Authority shall be entitled to terminate this Framework Agreement pursuant to Clause 23.1(l).
Appears in 1 contract
Samples: Media Buying Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 11.1 The Supplier shall not:not:
9.1.1 11.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityCustomer, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 11.1.2 engage in in, and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors the Supplier‟s Staff or any person acting on the Supplier's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 11.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 11.2.1 paid commission or agreed to pay commission to the Customer Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and
9.2.3 11.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this the Contract;.
9.3 11.3 The Supplier shall:
9.3.1 11.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 11.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 11.3.3 respond promptly to any of the Authority’s Customer‟s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier shall co-operate with any investigation and allow the Authority Customer to audit Supplier’s Supplier‟s books, records and any other relevant documentation in connection with the breach;
11.3.4 if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and
11.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier‟s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate.
9.4 11.4 If the Supplier, its Staff, consultants, agents or Sub-contractors any member of the Supplier‟s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 11.4.1 this clause 9Clause 11; or
9.4.2 11.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Customer or any other public body or any person employed by or on behalf of the Authority Customer or any Relevant Person a public body in connection with the Contract, the Authority Customer shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 11.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority Customer in full from and against:
9.5.1 11.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Letter of Appointment
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to offer or give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, Relevant Person any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 Act. The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached any of the undertakings provisions in Clause 9.1. Each 8.1 and each time a Call-Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 or paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer or a public body Relevant Person in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 2010 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 8; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 . Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 15 of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, its the Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause 9Clause 8; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 Agreement. Without prejudice to its other rights and remedies under this Clause 98, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 against any other loss Loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 8 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 Clause 14 does not constitute a payment of commission for the purposes of this clause 9Clause 8. For the avoidance of doubt, references to “commission” in this Clause 8 does not include the Management Charge.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Provider shall not:not:
9.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierProvider's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 The Supplier Provider warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 9.2.2 entered into this Framework Agreement and the Call-Off Agreement with knowledge, knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Contract is entered into, the above warranties, representations and undertakings shall be deemed to be repeated by the Provider with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 The Supplier Provider shall:
9.3.1 in relation to this Framework AgreementAgreement and each Call-Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx;
9.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;; and
9.3.3 respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 9.3.3 and the Supplier Provider shall co-operate with any investigation and allow the Authority to audit Supplier’s the Provider's books, records and any other relevant documentation in connection with the breach.
9.4 If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 this clause 9; or
9.4.2 the Bribery Act 2010 in relation Any audit conducted pursuant to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority Clause 9 shall be entitled in addition to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with number of audits permitted under Clause 26.1 (Termination on Corruption)17.
9.5 Without prejudice to its other rights and remedies under this Clause 9, If the Authority shall be entitled to recover in full from Provider or any member of the Supplier and the Supplier shall on demand indemnify the Authority in full from and againstStaff breaches:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 ; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 ; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause Clause 9; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Call‑Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Supplier and Supplier’s Staff (including its shareholders holding in excess of the 50% of the entire issued share capital of the Supplier and directors). The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in writing, and recover from the Supplier the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any one or more of the Other Contracting Bodies: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3, 5‑14; Call-Off Agreement; the Order Form; any other document referred to in the Call-Off Agreement (not including the Framework Agreement).
Appears in 1 contract
Samples: Framework Agreement
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 14.1 The Supplier Solicitor shall not:not:
9.1.1 14.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;the Contract; or
9.1.2 14.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 14.2 The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 14.2.1 paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 14.2.2 entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;.
9.3 14.3 The Supplier Solicitor shall:
9.3.1 14.3.1 in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 14.3.2 immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9Clause 11;
9.3.3 14.3.3 respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach.;
9.4 If 14.3.4 if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and
14.3.5 have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate.
14.4 If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 14.4.1 this clause 9Clause 11; or
9.4.2 14.4.2 the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption)effect.
9.5 14.5 Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 14.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 14.5.2 any other loss sustained by the Authority Client in consequence of any breach of this Clause 911.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person ;
9.1.2 Person; engage in and shall procure that all Supplier’s 's Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier warrants, represents and undertakes to the Authority that it has not:
9.2.1 not: in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each 9.1 and each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 and paid commission or agreed to pay commission to the Customer Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Customer Authority or a public body in connection with the Contractthis Framework Agreement; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;
9.3 Framework Agreement. The Supplier shall:
9.3.1 : in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause Clause 9;
9.3.3 ; respond promptly to any of the Authority’s 's enquiries regarding any breach, potential breach or suspected breach of this clause Clause 9 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier’s 's books, records and any other relevant documentation in connection with the breach.
9.4 ; Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the number of audits permitted under Clause 17 of this Framework Agreement. If the Supplier, its Staff, consultants, agents or Sub-contractors Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
9.4.1 : this clause Clause 9; or
9.4.2 or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person Person, the Authority shall be entitled to terminate this Framework Agreement and the Call-Off Call‑Off Agreement by written notice on the Supplier with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption).
9.5 . Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 . For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause Clause 16 does not constitute a payment of commission for the purposes of this clause Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Supplier and the Supplier’s Staff (which for the purposes of this Clause 11 shall include its shareholders holding in excess of the [50%] of the entire issued share capital of the Supplier and directors). The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in writing, and recover from the Supplier the amount of any loss suffered by the Authority resulting from such termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3 and 5‑14 inclusive; Call-Off Agreement; the Order Form; and any other document referred to in the Call-Off Agreement (not including the Framework Agreement).
Appears in 1 contract
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 8.1 The Supplier shall not:not:
9.1.1 8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority, Authority or any other public body or person employed by or on behalf of the AuthorityContracting Body, any which gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person Person;
9.1.2 8.1.2 engage in and shall procure that all Supplier’s Staff, consultants, agents or Sub-contractors Supplier Staff or any person acting on the Supplier's ’s behalf shall not commit, in connection with this ContractFramework Agreement, a Prohibited Act under the Bribery Act 2010Xxxxxxx Xxx 0000, or any other relevant lawsLaws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:not:
9.2.1 8.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated8.1; andor
9.2.2 8.2.2 paid commission or agreed to pay commission to the Customer Authority, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Authority, any Contracting Body or a any other public body in connection with the Contractthis Framework Agreement; andor
9.2.3 8.2.3 entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, be paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract;Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
9.3 8.3 The Supplier shall, where legally permitted to do so:
9.3.1 8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance;
9.3.2 8.3.2 immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 9;Clause 8; and
9.3.3 8.3.3 respond promptly to any of the Authority’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit the Supplier’s books, records and any other relevant documentation in connection with the breach.
9.4 8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits permitted under Clause 16.
8.5 If the Supplier, its Staff, consultants, agents or Sub-contractors the Supplier Staff or any person acting on the Supplier's ’s behalf, in all cases whether or not acting with the Supplier's knowledge ’s knowledge, breaches:
9.4.1 8.5.1 this clause 9Clause 8; or
9.4.2 8.5.2 the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority; The Authority shall be entitled to terminate this Framework Agreement and the Call-Off Agreement by written notice with immediate effect in accordance with Clause 26.1 25.1 (Termination on for Bribery and Corruption).
9.5 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against:
9.5.1 the amount of value of any such gift, consideration or commission; and
9.5.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9.
9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.
Appears in 1 contract
Samples: Memorandum of Understanding
PREVENTION OF BRIBERY AND CORRUPTION.
9.1 The Supplier Solicitor shall not:
9.1.1 not: offer or give, or agree to give, to any employee, agent, servant or representative of the AuthorityClient, any Contracting Body or any other public body or any person employed by or on behalf of the Authority, Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement the Contract; or any other contract with any Relevant Person ;
9.1.2 engage in in, and shall procure that all Supplierthe Solicitor’s Staff, consultants, agents or Sub-contractors Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti- anti-corruption; and
9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916.
9.2 . The Supplier Solicitor warrants, represents and undertakes to the Authority that it has not:
9.2.1 in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; and
9.2.2 not: paid commission or agreed to pay commission to the Customer Client, any Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body Client in connection with the Contract; and
9.2.3 and entered into this Framework Agreement and the Call-Off Agreement Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority Client or any other public body or any person employed by or on behalf of the Authority Client in connection with this Framework Agreementthe Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of this the Contract;
9.3 . The Supplier Solicitor shall:
9.3.1 : in relation to this Framework Agreementthe Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this clause 9;
9.3.3 Clause 11; respond promptly to any of the AuthorityClient’s enquiries regarding any breach, potential breach or suspected breach of this clause 9 Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Authority Client to audit Supplierthe Solicitor’s books, records and any other relevant documentation in connection with the breach.
9.4 If ; if so required by the SupplierClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Client in writing of the compliance with this Clause 11 by the Solicitor and all persons associated with it or its Staff, consultants, agents or Sub-contractors Contractors or other persons who are supplying the Services in connection with the Contract. The Solicitor shall provide such supporting evidence of compliance as the Client may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Client on request) to prevent the Solicitor and any of the Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Solicitor, any member of the Solicitor’s Staff or any person acting on the Solicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches:
9.4.1 : this clause 9Clause 11; or
9.4.2 or the Bribery Act 2010 in relation to this Framework Agreement the Contract or any other contract with the Authority Client or any other public body or any person employed by or on behalf of the Authority Client or any Relevant Person a public body in connection with the Contract, the Authority Client shall be entitled to terminate this Framework Agreement and the Call-Off Agreement Contract by written notice with immediate effect in accordance with Clause 26.1 (Termination on Corruption).
9.5 effect. Without prejudice to its other rights and remedies under this Clause 911, the Authority Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Authority Client in full from and against:
9.5.1 : the amount of value of any such gift, consideration or commission; and
9.5.2 and any other loss sustained by the Authority Client in consequence of any breach of this Clause 9.
9.6 For 11. NON-DISCRIMINATION The Solicitor shall not unlawfully discriminate within the avoidance meaning and scope of doubtany Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Solicitor shall take all reasonable steps to secure the Parties agree that observance of Clause 12.1 by all the Management Charge payable Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with clause 16 does Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the Client immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The Solicitor shall not constitute assign, novate, enter into a payment Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of commission it without the Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Solicitor shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Client such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 8 shall be available to the Solicitor in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of this clause 9Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.
Appears in 1 contract
