Common use of Provision of Services Clause in Contracts

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 10 contracts

Samples: Contract for the Provision of Research Projects, Single Supplier Framework Agreement, Contract for the Provision of Project Support

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Provision of Services. 2.1 The Contractor warrants 3.1 Each Schedule attached to and made a part of this Agreement describes the services to be provided by Service Provider to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation Company, as amended from time to time by written agreement of the Parties (the "Services"). The Parties have made a good faith effort as of the date hereof to identify each Service and to complete the content of the Schedules accurately. It is anticipated that the Parties will modify the Services from time to time. In that case or to the extent that any Schedule is incomplete, the Parties will use good faith efforts to modify the Schedules. There are certain terms that are specifically addressed in force and the Contractor will inform Schedules attached hereto that may differ from the Authority as soon as it becomes aware of any changes terms provided hereunder. In those cases, the specific terms described in that legislationthe Schedules shall govern. 2.2 3.2 The Contractor Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Schedules setting forth the description of such Services, the fees for such Services and any other applicable terms. 3.3 Subject to the terms of this Agreement, Service Provider undertakes to and shall provide timely commencement the Services to the Company to the best of its ability at all times and provision to a standard that would reasonably be expected of it by a professional, independent person or body. 3.4 Without prejudice to clause 3.3, to the extent that Service Provider is unable to perform any part of the Services in accordance with time scales agreed by this Agreement, it shall advise the AuthorityCompany as soon as reasonably practicable. Time shall only In addition, Service Provider shall, to the extent possible, advise the Company of a timetable for it to be able to resume full performance of the essence of Services in accordance with this Agreement and the Contract if steps it is taking in that regard. Service Provider shall notify the Authority so specifies in writingCompany to the extent there is likely to be any deviation from the timetable proposed. 2.3 3.5 The Authority's rights under these terms Parties acknowledge and conditions are in addition agree that Service Provider and the Staff shall be entitled to provide similar services as the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies legal entity, provided that in doing so the operation of the Authority (including but Company is not limited to those in clause 25): 2.4.1 unreasonably prejudiced and the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part provision of the Services to be inadequate the Company is not materially adversely affected. The Parties further acknowledge and agree that the Company may retain any individual or in any way differing from the Contract (and this is legal entity, other than because of Service Provider and the Authority’s own default) the Contractor shall at its own expense re-schedule and Staff, to perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing services similar or identical to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that in doing so the Authority gives reasonable notice ability of Service Provider to the Contractor, at any other premises where perform any part of the Services in accordance with this Agreement is being performednot materially adversely affected. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 7 contracts

Samples: General Services Agreement (Security Capital Assurance LTD), General Services Agreement (Security Capital Assurance LTD), General Services Agreement (Security Capital Assurance LTD)

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 Act 1982 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 6 contracts

Samples: Contract for the Provision of Services, Contract for the Provision of Services, Contract for Copy Editing Services

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally the recognised commercial Framework Agreement practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Assignment Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by laid out within the Authorityreleased ITT. Time shall only be of the essence of the Assignment Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Assignment Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Assignment Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Assignment Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 2 contracts

Samples: Framework Agreement, Framework Agreement

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-re- schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Contract for the Provision of Services

Provision of Services. 2.1 The 3.1. Contractor warrants undertakes to the Authority that: 2.1.1 the Contractor will perform the make available to Company sufficient Personnel to ensure performance and completion of Services with reasonable care and skill and in accordance with generally recognised commercial practices the provisions of this Agreement. 3.2. Company shall obtain and standards;pay for all and any permits, licences, temporary permits, authorisations and other consents and permissions required by the Applicable Laws, rules and regulations to enable the Contractor and its Personnel to perform Services required by Company and the Company shall indemnify, save, defend and hold harmless Contractor Group and the Personnel from and against any Claims (including, without limitation, all mobilisation and other Contractor costs) suffered by them arising from Company’s failure to obtain the same. 2.1.2 3.3. Mobilisation and demobilisation expenses including the manner in which the Services are provided will conform Personnel air fares and other travel costs, subsistence and hotel charges, freight charges and all other reasonable expenses associated with the Authority’s specification mobilisation and the terms demobilisation of the Contract; 2.1.3 Personnel and Equipment required to undertake the Services will be provided recharged to Company at cost plus an administration charge of fifteen per cent (15%). 3.4. The Price specified in the Order for Services will be payable by Company to Contractor. Subject to the provisions of Clause 7, invoices for the Price will be issued by Contractor to Company at the end of each calendar month, unless otherwise specified in the Order. 3.5. Where Contractor supplies Services, Company: (a) shall provide at its own cost all necessary power sources and other support equipment necessary to enable Services to be performed in a safe and satisfactory manner and for Services to be carried out in accordance with all this Agreement; (b) acknowledges that any work intended to be carried out by Company Group in support of the Services shall remain the sole responsibility of Company; (c) shall provide at its own cost reasonable sleeping and living accommodation and food for the Personnel; and (d) shall provide at its own cost: (i) an appropriate operating environment for Services and relevant equipment in accordance with the manufacturer’s recommendations and any applicable legislation laws or regulations; and (ii) a safe operating environment to allow the Personnel to provide Services in accordance with any applicable laws or regulations. 3.6. Contractor shall have the right at its sole discretion from time to time to substitute the Personnel upon giving reasonable notice to Company and Company shall co-operate with and assist Contractor in force effecting such substitutions. 3.7. Company shall ensure that the Personnel remain at the Worksite for a period not longer than is considered to be appropriate in terms of best industry practice, applicable health and safety legislation and any applicable limits set by the operator of the Worksite. Company shall pay for the cost of replacing the Personnel in accordance with these standards together with an administration charge of fifteen percent (15%) of the costs of doing the same (“the Substitution Costs”). The Substitution Costs shall without limitation include airfares and other travel costs to and from Contractor’s offices together with subsistence and all other reasonable expenses. Contractor will use reasonable endeavours to ensure that the Personnel (and any substitute Personnel) are available to be replaced (or substituted) in line with Company’s normal working patterns and personnel rotations. 3.8. In so far as practicable, the Personnel will use reasonable endeavours to service and repair any Equipment required to perform Services at the Worksite. However, both Parties acknowledge that due to the complex technical nature of the Equipment and the Contractor fact that the Personnel may not have the competency to carry out repairs to the Equipment, it may not be practicable to repair the Equipment at the Worksite. Any servicing or repair of the Equipment requiring return of any vessel to port or return of any Equipment to Company’s premises or Contractor’s premises will inform the Authority be made known as soon as is reasonably practicable to Company Representative. Any and all costs of returning the Equipment will be borne by Company who shall save, defend, indemnify and hold harmless Contractor Group from any Claims arising therefrom. 3.9. Where it becomes aware is agreed between the Parties that Personnel designated by Contractor should visit Company’s site or the Worksite (as applicable) to attempt to repair the Equipment, Company shall be responsible for, and as such shall reimburse Contractor on a full indemnity basis for, payment of the Personnel’s charges together with all travel costs, subsistence and related expenses. 3.10. Any Claims of any changes nature suffered by Company associated with transit time including without limitation any delays to and from port or to and from Contractor’s premises after discovery of a Defect in that legislationthe Services will be classed as Consequential Loss (as defined under Clause 14) and Company shall not be entitled to reduce any payments to Contractor due to such instance. 2.2 3.11. All Services undertaken by Contractor shall be under the direction and supervision of Company but the actual operation of the Equipment and the manner of performance of Services in connection therewith and as described in the Order shall be under the direction and control of Contractor. Contractor is an independent contractor and is not for the purposes of this Agreement acting as an agent of Company. The Contractor Personnel will provide timely commencement and provision of co-operate with Company’s personnel with a view to performing the Services in accordance with time scales agreed by their reasonable requirements and properly performing the AuthorityServices. Time Employees of Company shall only not be under the direction and control of the essence of the Contract if the Authority so specifies in writingContractor or its Personnel. 2.3 The Authority's rights 3.12. Contractor shall not be liable in any way, whether under these terms this Agreement, contract, tort or at law, for any periods of delay, due to errors, omissions or Defects in Services, or the Equipment being repaired, inspected or maintained, and conditions are such will not constitute an entitlement or right for Company to reduce or retain payments to Contractor. This Clause 3.12 shall also apply in addition the instance where Contractor is unable to perform repair, inspection or maintenance of Equipment due to access to the statutory terms implied in favour Equipment not being made available to Contractor by Company. Contractor shall not be liable for and Company shall indemnify, save, defend and hold harmless Contractor Group from any Claims incurred by Company Group as a result of the Authority by the Supply of Goods and Services Xxx 0000 and any other statutedelay under this Clause 3.12. 2.4 Without prejudice to 3.13. If Company or any other rights third party omits or remedies commits anything which prevents or delays Contractor from undertaking or complying with any of the Authority its obligations under this Agreement: (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable a) Contractor shall have no liability in respect of any Services by a reasonable amount in circumstances where in delay to the reasonable opinion completion of the Authority the Contractor has either failed to provide those Services or has provided them inadequatelyServices; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to (b) Services’ schedule will be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified modified accordingly by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as Company issuing a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct lossesVariation under Clause 6; and 2.5.2 (c) Contractor shall be entitled to claim for all additional costs and the cost Order Price shall be increased accordingly by way of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment)Variation. 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: General Terms and Conditions

Provision of Services. 2.1 The 3.1. Contractor warrants undertakes to the Authority that: 2.1.1 the Contractor will perform the make available to Company sufficient Personnel to ensure performance and completion of Services with reasonable care and skill and in accordance with generally recognised commercial practices the provisions of this Agreement. 3.2. Company shall obtain and standards;pay for all and any permits, licences, temporary permits, authorisations and other consents and permissions required by the Applicable Laws, rules and regulations to enable the Contractor and its Personnel to perform Services required by Company and the Company shall indemnify, save, defend and hold harmless Contractor Group and the Personnel from and against any Claims (including, without limitation, all mobilisation and other Contractor costs) suffered by them arising from Company’s failure to obtain the same. 2.1.2 3.3. Mobilization and demobilization expenses including the manner in which the Services are provided will conform Personnel air fares and other travel costs, subsistence and hotel charges, freight charges and all other reasonable expenses associated with the Authority’s specification mobilization and the terms demobilization of the Contract; 2.1.3 Personnel and Equipment required to undertake the Services will be provided recharged to Company at cost plus an administration charge of fifteen per cent (15%). 3.4. The Price specified in the Order for Services will be payable by Company to Contractor. Subject to the provisions of Clause 7, invoices for the Price will be issued by Contractor to Company at the end of each calendar month, unless otherwise specified in the Order. 3.5. Where Contractor supplies Services, Company: (a) shall provide at its own cost all necessary power sources and other support equipment necessary to enable Services to be performed in a safe and satisfactory manner and for Services to be carried out in accordance with all this Agreement; (b) acknowledges that any work intended to be carried out by Company Group in support of the Services shall remain the sole responsibility of Company; (c) shall provide at its own cost reasonable sleeping and living accommodation and food for the Personnel; and (d) shall provide at its own cost: (i) an appropriate operating environment for Services and relevant equipment in accordance with the manufacturer’s recommendations and any applicable legislation laws or regulations; and (ii) a safe operating environment to allow the Personnel to provide Services in accordance with any applicable laws or regulations. 3.6. Contractor shall have the right at its sole discretion from time to time to substitute the Personnel upon giving reasonable notice to Company and Company shall co-operate with and assist Contractor in force effecting such substitutions. 3.7. Company shall ensure that the Personnel remain at the Worksite for a period not longer than is considered to be appropriate in terms of best industry practice, applicable health and safety legislation and any applicable limits set by the operator of the Worksite. Company shall pay for the cost of replacing the Personnel in accordance with these standards together with an administration charge of fifteen percent (15%) of the costs of doing the same (“the Substitution Costs”). The Substitution Costs shall without limitation include airfares and other travel costs to and from Contractor’s offices together with subsistence and all other reasonable expenses. Contractor will use reasonable endeavours to ensure that the Personnel (and any substitute Personnel) are available to be replaced (or substituted) in line with Company’s normal working patterns and personnel rotations. 3.8. In so far as practicable, the Personnel will use reasonable endeavours to service and repair any Equipment required to perform Services at the Worksite. However, both Parties acknowledge that due to the complex technical nature of the Equipment and the Contractor fact that the Personnel may not have the competency to carry out repairs to the Equipment, it may not be practicable to repair the Equipment at the Worksite. Any servicing or repair of the Equipment requiring return of any vessel to port or return of any Equipment to Company’s premises or Contractor’s premises will inform the Authority be made known as soon as is reasonably practicable to Company Representative. Any and all costs of returning the Equipment will be borne by Company who shall save, defend, indemnify and hold harmless Contractor Group from any Claims arising therefrom. 3.9. Where it becomes aware is agreed between the Parties that Personnel designated by Contractor should visit Company’s site or the Worksite (as applicable) to attempt to repair the Equipment, Company shall be responsible for, and as such shall reimburse Contractor on a full indemnity basis for, payment of the Personnel’s charges together with all travel costs, subsistence and related expenses. 3.10. Any Claims of any changes nature suffered by Company associated with transit time including without limitation any delays to and from port or to and from Contractor’s premises after discovery of a Defect in that legislationthe Services will be classed as Consequential Loss (as defined under Clause 14) and Company shall not be entitled to reduce any payments to Contractor due to such instance. 2.2 3.11. All Services undertaken by Contractor shall be under the direction and supervision of Company, but the actual operation of the Equipment and the manner of performance of Services in connection therewith and as described in the Order shall be under the direction and control of Contractor. Contractor is an independent contractor and is not for the purposes of this Agreement acting as an agent of Company. The Contractor Personnel will provide timely commencement and provision of co-operate with Company’s personnel with a view to performing the Services in accordance with time scales agreed by their reasonable requirements and properly performing the AuthorityServices. Time Employees of Company shall only not be under the direction and control of the essence of the Contract if the Authority so specifies in writingContractor or its Personnel. 2.3 The Authority's rights 3.12. Contractor shall not be liable in any way, whether under these terms this Agreement, contract, tort or at law, for any periods of delay, due to errors, omissions or Defects in Services, or the Equipment being repaired, inspected or maintained, and conditions are such will not constitute an entitlement or right for Company to reduce or retain payments to Contractor. This Clause 3.12 shall also apply in addition the instance where Contractor is unable to perform repair, inspection or maintenance of Equipment due to access to the statutory terms implied in favour Equipment not being made available to Contractor by Company. Contractor shall not be liable for and Company shall indemnify, save, defend and hold harmless Contractor Group from any Claims incurred by Company Group as a result of the Authority by the Supply of Goods and Services Xxx 0000 and any other statutedelay under this Clause 3.12. 2.4 Without prejudice to 3.13. If Company or any other rights third party omits or remedies commits anything which prevents or delays Contractor from undertaking or complying with any of the Authority its obligations under this Agreement: (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable a) Contractor shall have no liability in respect of any Services by a reasonable amount in circumstances where in delay to the reasonable opinion completion of the Authority the Contractor has either failed to provide those Services or has provided them inadequatelyServices; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to (b) Services’ schedule will be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified modified accordingly by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as Company issuing a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct lossesVariation under Clause 6; and 2.5.2 (c) Contractor shall be entitled to claim for all additional costs and the cost Order Price shall be increased accordingly by way of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment)Variation. 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: General Terms and Conditions

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's ’s rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 Act 1982 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's ’s Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Master Transition Management Agreement

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Provision of Services. 2.1 The Contractor warrants to the Authority Company that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with to the AuthorityCompany’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority Company as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the AuthorityCompany. Time shall only be of the essence of the Contract if the Authority Company so specifies in writing. 2.3 The AuthorityCompany's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority Company by the Supply of Goods and Services Xxx 0000 Act 1982 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority Company (including but not limited to those in clause 25): 2.4.1 the Authority Company may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority Company the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority Company notifies the Contractor that the Authority Company considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the AuthorityCompany’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the AuthorityCompany; 2.4.3 the Contractor shall reimburse the Authority Company for all reasonable costs incurred by the Authority Company which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority Company may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority Company gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority Company shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority Company shall have the power to inspect and examine the performance of the Services at the AuthorityCompany's Premises at any reasonable time or, provided that the Authority Company gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Contract

Provision of Services. 2.1 3.1 Concept shall contact the Supplier to place an Order. 3.2 Concept is under no obligation to place any Orders with the Supplier. 3.3 The Contractor warrants Supplier is under no obligation to accept any Order which may be offered to the Authority that:Supplier. 2.1.1 3.4 Concept and the Contractor will perform Supplier acknowledge that there is no intention to create mutuality of obligation during any Assignment or between Assignments. 3.5 Prior to placing any Order the Supplier shall provide Concept with details of the Supplier’s Personnel who, in the opinion of the Supplier, are capable of supplying the Services and which comply with reasonable care and skill and the Specification. 3.6 No binding agreement for the provision of the Services shall exist in accordance with generally recognised commercial practices and standards; 2.1.2 the manner respect of any Order unless or until it has been confirmed by Concept in writing, subject to any changes which the Services are provided will conform with parties may agree. 3.7 When confirmed pursuant to clause 3.6, each Order shall constitute a separate contract between Concept and the Authority’s specification and Supplier subject to the terms of this Agreement. 3.8 In the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware event of any changes in that legislationinconsistency between the terms of this Agreement and any Order, the terms of this Agreement shall take precedence. 2.2 The Contractor will provide timely commencement and provision 3.9 Following confirmation of any Order pursuant to clause 3.6 the Supplier shall perform the Services in accordance with the Specification and such instructions as Concept and the Client may give from time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writingto time. 2.3 3.10 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor Supplier shall ensure that the Authority considers any work comprising part of Supplier’s Personnel perform the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time Specification and the terms of this Agreement. 3.11 If before or during the Assignment or during the Relevant Period, the Client wishes to Engage the Supplier or any Supplier’s Personnel directly or through another employment business, the Supplier acknowledges that Concept will be entitled either to charge the Client a Transfer Fee or to agree to a Period of Extended Hire with the Client at the end of which the Supplier or the Supplier’s Personnel (as appropriate) may be specified Engaged directly by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification Client or through another employment business without further charge to the Contractor Client. In addition Concept will be entitled to charge a Transfer Fee to the Client if the Client introduces the Supplier or otherwise delays the Contractorany Supplier’s ability Personnel to provide the Services a third party (other than as a consequence of a Force Majeure Event another employment business) who subsequently Engages the Supplier or a breach of contract any Supplier’s Personnel before or breach of duty on during an Assignment or within the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment)Relevant Period. 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Candidate Agreement

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial academic practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services Xxx 0000 and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25):), but provided that the Contractor shall be given 21 days to remedy any non-performance: 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance of the Services at the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Contract for the Provision of Services

Provision of Services. 2.1 3.1 The Contractor warrants shall use its best endeavours to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill in the timescales set out in Schedule 1 from the Contractor’s Premises. Time for performance shall not be of the essence. 3.2 The Contractor shall not sub-contract the Services or any part of the Services to any third party without the prior written consent of the Commissioner, not to be unreasonably with-held. If a third party is asked to perform the Services or any part of the Services they shall do so at the Contractor’s sole expense. The Contractor shall be responsible for the work of a sub-contractor whose work shall be undertaken to the same standard as stated in this Agreement. The Contractor agrees to incorporate the provisions of this Agreement into any such sub-contract. 3.3 The Commissioner shall arrange the transportation of the Commissioner’s Supplies to the Contractor in a timely manner and in accordance with generally recognised commercial practices sufficient quantities to enable the Contractor to perform the Services. 3.4 The Contractor shall store securely and standards;manage all stocks of Commissioner’s Supplies delivered to the Contractor. 2.1.2 3.5 The Commissioner warrants that the manner Commissioner’s Supplies shall not be unlawful, offensive, defamatory or in which breach of any third party Intellectual Property Rights or data protection rights 4.1 The Services may be varied or added to at the Services are provided will conform with the Authority’s specification and the terms request of the Contract; 2.1.3 Commissioner and as agreed by the Services will be provided in accordance with all applicable legislation parties from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authoritywriting. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in Any variation or addition to the statutory terms implied in favour of Services shall not be implemented until the Authority by Commissioner has approved such change (including the Supply of Goods and Services Xxx 0000 and any other statutevariations (if any) to the Charges. 2.4 Without prejudice 4.2 If the Commissioner requests a change to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule within a reasonable time, and perform in any event not more than 7 days after receipt of the work in accordance with request, provide a written estimate to the Contract Commissioner of: a) the likely time required to implement the change; and b) any necessary variation to the Charges arising from the change; and c) any other impact on this Agreement. 4.3 The Commissioner shall, within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence 14 days of receipt of the Contractor’s delay written estimate in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time 4.2 above, notify the Contractor in writing to suspend provision of whether or not it accepts the Services. same. 4.3 If the Authority gives such notification parties agree to make a Change the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its losses, reimburse the Contractor:- 2.5.1 for any resulting unavoidable and reasonably foreseeable direct losses; and 2.5.2 for the cost of any binding commitments entered into by the Contractor with a third party which cease to be required due to the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment). 2.6 The Authority shall have the power to inspect and examine the performance description of the Services at in Schedule 1 shall be amended accordingly and the Authority's Premises at any reasonable time or, provided that the Authority gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performedCharges in Schedule 2 (if necessary) shall also be amended. 2.7 The provisions of this clause 2 shall survive any performance, acceptance or payment pursuant to the Contract and shall extend to any substituted or remedial services provided by the Contractor.

Appears in 1 contract

Samples: Agreement for the Supply of Fulfilment and Mail Distribution Services

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