Common use of PROMOTING TAX COMPLIANCE Clause in Contracts

PROMOTING TAX COMPLIANCE. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. Notwithstanding the Supplier’s obligations under Clause 17 (Continuous Improvement), the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier of the supply of the Goods and/or Services, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer.

PROMOTING TAX COMPLIANCE. This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier Service Provider shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier Service Provider is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Service Provider fails to comply with this Clause 24 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default. Notwithstanding the SupplierService Provider’s obligations under Clause 17 18 (Continuous Improvement), the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier Service Provider of the supply of the Goods and/or Services, against other suppliers Service Providers providing services Services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 25.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body Authority (subject to the Contracting Body Authority entering into reasonable confidentiality undertakings). The Supplier Service Provider shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier Service Provider at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body Authority and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier Service Provider and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement Improvement, Benchmarking and BenchmarkingGains Share), shall be implemented by the Supplier Service Provider in accordance with the Variation Procedure and at no additional cost to the Customer.

PROMOTING TAX COMPLIANCE. The Supplier shall comply with all Law relating to tax and with the equivalent legal provisions of the country in which the Supplier is established. The Supplier shall provide to the Buyer the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the corporation tax or self-assessment reference of any agent, supplier or Sub-contractor prior to that person supplying any Services under the Contract. Upon a request by the Buyer, the Supplier shall not contract, or will cease to contract, with any agent, supplier or Sub-contractor engaged in supplying Services under the Contract. If, at any point during the Call Off Contract Period, an Occasion of there is a Tax Non-Compliance occursFailure, the Supplier shall: notify the Customer Buyer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the CustomerBuyer: details of the steps that which the Supplier is taking to address resolve the Occasion of Tax Non-Compliance Failure and to prevent the same it from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance Failure as the Customer Buyer may reasonably require. Notwithstanding The Supplier shall indemnify the Buyer against any liability for Tax (including any interest, penalties or costs incurred) of the Buyer in respect of the Supplier's failure to account for or to pay any Tax relating to payments made to the Supplier under the Contract. Any amounts due under paragraph 4.4 of this Attachment 6 shall be paid not less than five (5) Working Days before the date upon which the Tax or other liability is payable by the Buyer. Any amounts due under paragraph 4.4 of this Attachment 6 shall not be subject to Clause 8.1 of the Core Services Call-Off Terms and the Supplier’s obligations liability under Clause 17 (Continuous Improvement)paragraph 4.4 of this Attachment 6 is unlimited. Upon the Buyer’s request, the Customer Supplier shall promptly provide information which demonstrates how the Supplier complies with its Tax obligations. If the Supplier: fails to comply with paragraphs 4.1, 4.3.1 and/or 4.6 of this Attachment 6 this may be a material Default of the Contract; fails to comply with a reasonable request by the Buyer that it must not contract, or must cease to contract, with any agent, supplier or Subcontractor of the Supplier as required by paragraph 4.2 of this Attachment 6 on the grounds that the agent, supplier or Sub-contractor is involved in a Tax Compliance Failure this shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier a material Default of the supply Contract; and/or fails to provide acceptable details of the Goods and/or Services, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, steps being taken and mitigating factors pursuant to paragraph 4.3.2 of this Attachment 6 this shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking a material Default of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer.Contract;

PROMOTING TAX COMPLIANCE. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. Notwithstanding the Supplier’s obligations under Clause 17 17. (Continuous Improvement), the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier of the supply of the Goods and/or Services, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer.

PROMOTING TAX COMPLIANCE. The Supplier shall comply with all Law relating to tax and with the equivalent legal provisions of the country in which the Supplier is established. The Supplier shall provide to the Buyer the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the corporation tax or self-assessment reference of any agent, supplier or Sub-contractor prior to that person supplying any Services under the Contract. Upon a request by the Buyer, the Supplier shall not contract, or will cease to contract, with any agent, supplier or Sub-contractor engaged in supplying Services under the Contract. If, at any point during the Call Off Contract Period, an Occasion of there is a Tax Non-Compliance occursFailure, the Supplier shall: notify the Customer Buyer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the CustomerBuyer: details of the steps that which the Supplier is taking to address resolve the Occasion of Tax Non-Compliance Failure and to prevent the same it from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance Failure as the Customer Buyer may reasonably require. Notwithstanding The Supplier shall indemnify the Buyer against any liability for Tax (including any interest, penalties or costs incurred) of the Buyer in respect of the Supplier's failure to account for or to pay any Tax relating to payments made to the Supplier under the Contract. Any amounts due under paragraph 4.4 of this Attachment 4 shall be paid not less than five (5) Working Days before the date upon which the Tax or other liability is payable by the Buyer. Any amounts due under paragraph 4.4 of this Attachment 4 shall not be subject to Clause 9.1 of the Professional Services Call-Off Terms and the Supplier’s obligations liability under Clause 17 (Continuous Improvement)paragraph 4.4 of this Attachment 4 is unlimited. Upon the Buyer’s request, the Customer Supplier shall promptly provide information which demonstrates how the Supplier complies with its Tax obligations. If the Supplier: fails to comply with paragraphs 4.1, 4.3.1 and/or 4.6 of this Attachment 4 this may be a material Default of the Contract; fails to comply with a reasonable request by the Buyer that it must not contract, or must cease to contract, with any agent, supplier or Subcontractor of the Supplier as required by paragraph 4.2 of this Attachment 4 on the grounds that the agent, supplier or Sub-contractor is involved in a Tax Compliance Failure this shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier a material Default of the supply Contract; and/or fails to provide acceptable details of the Goods and/or Services, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, steps being taken and mitigating factors pursuant to paragraph 4.3.2 of this Attachment 4 this shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking a material Default of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer.Contract;

PROMOTING TAX COMPLIANCE. The Supplier shall comply with all Law relating to tax and with the equivalent legal provisions of the country in which the Supplier is established. The Supplier shall provide to the Buyer the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the corporation tax or self-assessment reference of any agent, supplier or Sub-contractor prior to that person supplying any Services under the Contract. Upon a request by the Buyer, the Supplier shall not contract, or will cease to contract, with any agent, supplier or Sub-contractor engaged in supplying Services under the Contract. If, at any point during the Call Off Contract Period, an Occasion of there is a Tax Non-Compliance occursFailure, the Supplier shall: notify the Customer Buyer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the CustomerBuyer: details of the steps that which the Supplier is taking to address resolve the Occasion of Tax Non-Compliance Failure and to prevent the same it from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance Failure as the Customer Buyer may reasonably require. Notwithstanding The Supplier shall indemnify the Buyer against any liability for Tax (including any interest, penalties or costs incurred) of the Buyer in respect of the Supplier's failure to account for or to pay any Tax relating to payments made to the Supplier under the Contract. Any amounts due under paragraph 4.4 of this Attachment 6 shall be paid not less than five (5) Working Days before the date upon which the Tax or other liability is payable by the Buyer. Any amounts due under paragraph 4.4 of this Attachment 6 shall not be subject to Clause 8.1 of the Cloud Secure+ Call-Off Terms and the Supplier’s liability under paragraph 4.4 of this Attachment 6 is unlimited. Upon the Buyer’s request, the Supplier shall promptly provide information which demonstrates how the Supplier complies with its Tax obligations. If the Supplier: fails to comply with paragraphs 4.1, 4.3.1 and/or 4.6 of this Attachment 6 this may be a material Default of the Contract; fails to comply with a reasonable request by the Buyer that it must not contract, or must cease to contract, with any agent, supplier or Subcontractor of the Supplier as required by paragraph 4.2 of this Attachment 6 on the grounds that the agent, supplier or Sub-contractor is involved in a Tax Compliance Failure this shall be a material Default of the Contract; and/or fails to provide acceptable details of the steps being taken and mitigating factors pursuant to paragraph 4.3.2 of this Attachment 6 this shall be a material Default of the Contract; and any such material Default shall be deemed to be an event to which Clause 16.2.1 of the Cloud Secure+ Call-Off Terms applies and the Buyer’s payment obligations under the Contract shall cease immediately as if the Contract had been terminated under Clause 17 (Continuous Improvement)16.2 of the Cloud Secure+ Call-Off Terms. In addition to those circumstances listed in Clause 19.7 of the Cloud Secure+ Call-Off Terms, the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier of the supply of the Goods and/or ServicesBuyer may internally share any information, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Servicesincluding Confidential Information, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence it receives under paragraphs 4.2 and 4.3 of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement this Attachment 6 and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer4.6 of this Attachment 6.

PROMOTING TAX COMPLIANCE. All amounts stated are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice. To the extent applicable to the Supplier, the Supplier shall at all times comply with all Laws relating to Tax and with the equivalent legal provisions of the country in which the Supplier is established. The Supplier shall provide to the Customer the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the Corporation Tax or self-assessment reference of any agent, supplier or Subcontractor of the Supplier prior to the provision of any material Services under the Agreement by that agent, supplier or Subcontractor. Upon a request by the Customer, the Supplier shall not contract, or will cease to contract, with any agent, supplier or Subcontractor supplying Services under the Agreement. If, at any point during the Call Section B, Call-Off Contract PeriodInitial Period (Term), an Occasion of there is Tax Non-Compliance occursCompliance, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that which the Supplier is taking to address resolve the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. Notwithstanding The Supplier shall indemnify the Customer on a continuing basis against any liability, including any interest, penalties or costs incurred, that is levied, demanded or assessed on the Customer at any time in respect of the Supplier’s obligations 's failure to account for or to pay any Tax relating to payments made to the Supplier under this Agreement. Any amounts due under this Clause 17 (Continuous Improvement), the Customer 4.5 shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance paid in cleared funds by the Supplier to the Customer not less than five (5) Working Days before the date upon which the Tax or other liability is payable by the Customer. Upon the Customer’s request, the Supplier shall provide (promptly or within such other period notified by the Customer) information which demonstrates how the Supplier complies with its Tax obligations. If the Supplier: fails to comply (or if the Customer receives information which demonstrates to it that the Supplier has failed to comply) with Clauses 4.2, 4.4.1 and/or 4.6 this may be a material breach of the supply Agreement; fails to comply (or if the Customer receives information which demonstrates to it that the Supplier has failed to comply) with a reasonable request by the Customer that it must not contract, or must cease to contract, with any agent, supplier or Subcontractor of the Goods and/or ServicesSupplier as required by Clause 4.3 on the grounds that the agent, against other suppliers providing services substantially supplier or Subcontractor of the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, Supplier is involved in Tax Non-Compliance this shall be entitled a material breach of the Agreement; and/or fails to use provide details of steps being taken and mitigating factors pursuant to Clause 4.4.2 which in the reasonable opinion of the Customer are acceptable this shall be a material breach of the Agreement; and any model such material breach shall allow the Customer to determine terminate the achievement of value Agreement pursuant to the Call-Off Clause which provides the Customer the right to terminate the Agreement for money and to carry out the benchmarking evaluation referred to in Clause 24.1 aboveSupplier fault (termination for Supplier cause or equivalent clause). The Customer shall be entitled may internally share any information which it receives under Clauses 4.3 to disclose 4.4 (inclusive) and 4.6, for the results of any benchmarking purpose of the Call Off Contract Charges collection and provision management of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by revenue for which the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customeris responsible.

PROMOTING TAX COMPLIANCE. The Supplier shall comply with all Law relating to tax and with the equivalent legal provisions of the country in which the Supplier is established. The Supplier shall provide to the Buyer the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the corporation tax or self-assessment reference of any agent, supplier or Sub-contractor prior to that person supplying any Services under the Contract. Upon a request by the Buyer, the Supplier shall not contract, or will cease to contract, with any agent, supplier or Sub-contractor engaged in supplying Services under the Contract. If, at any point during the Call Off Contract Period, an Occasion of there is a Tax Non-Compliance occursFailure, the Supplier shall: notify the Customer Buyer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the CustomerBuyer: details of the steps that which the Supplier is taking to address resolve the Occasion of Tax Non-Compliance Failure and to prevent the same it from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance Failure as the Customer Buyer may reasonably require. Notwithstanding The Supplier shall indemnify the Buyer against any liability for Tax (including any interest, penalties or costs incurred) of the Buyer in respect of the Supplier's failure to account for or to pay any Tax relating to payments made to the Supplier under the Contract. Any amounts due under paragraph 4.4 of this Attachment 6 shall be paid not less than five (5) Working Days before the date upon which the Tax or other liability is payable by the Buyer. Any amounts due under paragraph 4.4 of this Attachment 6 shall not be subject to Clause 8.1 of the Call-Off Terms and the Supplier’s liability under paragraph 4.4 of this Attachment 6 is unlimited. Upon the Buyer’s request, the Supplier shall promptly provide information which demonstrates how the Supplier complies with its Tax obligations. If the Supplier: fails to comply with paragraphs 4.1, 4.3.1 and/or 4.6 of this Attachment 6 this may be a material Default of the Contract; fails to comply with a reasonable request by the Buyer that it must not contract, or must cease to contract, with any agent, supplier or Subcontractor of the Supplier as required by paragraph 4.2 of this Attachment 6 on the grounds that the agent, supplier or Sub-contractor is involved in a Tax Compliance Failure this shall be a material Default of the Contract; and/or fails to provide acceptable details of the steps being taken and mitigating factors pursuant to paragraph 4.3.2 of this Attachment 6 this shall be a material Default of the Contract; and any such material Default shall be deemed to be an event to which Clause 16.2.1 of the Call-Off Terms applies and the Buyer’s payment obligations under the Contract shall cease immediately as if the Contract had been terminated under Clause 17 (Continuous Improvement)16.2 of the Call-Off Terms. In addition to those circumstances listed in Clause 19.7 of the Call-Off Terms, the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier of the supply of the Goods and/or ServicesBuyer may internally share any information, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 24.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Goods and/or Services to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery to any other Contracting Body and/or any alterations or variations to the Charges or the provision of the Goods and/or Servicesincluding Confidential Information, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence it receives under paragraphs 4.2 and 4.3 of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement this Attachment 6 and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer4.6 of this Attachment 6.

PROMOTING TAX COMPLIANCE. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer Authority in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the CustomerAuthority: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurringCompliance, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer Authority may reasonably reasonable require. Notwithstanding the Supplier’s FRAMEWORK AGREEMENT AND CALL OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under Clause 17 (Continuous Improvementall 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 accordance with all applicable Standards; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of Clauses 11.1(a), 11.1(b), 11.1(c), 11.1(d) and 11.1(e) to the Customer attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. Without prejudice to any other rights or remedies arising under this Framework Agreement if the Supplier fails to achieve a KPI Target on two or more occasions within any three (3) Month rolling period, the Supplier acknowledges and agrees that the Authority shall have the right to exercise (in its absolute and sole discretion) all or any of the following remedial actions: The Authority shall be entitled to regularly benchmark require the Call Off Contract Charges Supplier, and level the Supplier agrees to prepare and provide to the Authority, an improvement plan within ten (10) Working Days of performance a written request by the Authority for such improvement plan. Such improvement plan shall be subject to Approval and the Supplier of the supply of the Goods and/or Serviceswill be required to implement any Approved improvement plan, against other suppliers providing services substantially the same as the Goods and/or Services during the Call Off Contract Periodsoon as reasonably practicable. The Customer, acting reasonably, Authority shall be entitled to use any model require the Supplier, and the Supplier agrees to determine attend, within a reasonable time one (1) or more meetings at the achievement request of value for money and the Authority in order to carry out resolve the benchmarking evaluation referred issues raised by the Authority in its notice to in Clause 24.1 abovethe Supplier requesting such meetings. The Customer Authority shall be entitled to disclose serve an improvement notice on the results of any benchmarking Supplier and the Supplier shall implement such requirements for improvement as set out in the improvement notice. In the event that the Authority has, in its absolute and sole discretion, invoked one or more of the Call Off Contract Charges remedies set out above and provision of the Goods Supplier either: fails to implement such requirements for improvement as set out in the improvement notice; and/or Services fails to the Authority and any Contracting Body (subject to the Contracting Body entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required implement an improvement plan Approved by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Goods and/or Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Goods and/or Services, facilitate their delivery Authority; then (without prejudice to any other Contracting Body and/or any alterations or variations to the Charges or the provision rights and remedies of the Goods and/or Services, which are identified termination provided for in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by Framework Agreement), the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost entitled to the Customerterminate this Framework Agreement.