RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. 17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice. 17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: 17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; 17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; 17.3.3 all related invoices are completely and accurately included in the MI returns; and 17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). 17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: 17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors); 17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; 17.4.5 to review the Supplier's compliance with its security obligations; 17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or 17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit". 17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven
Appears in 25 contracts
Samples: Framework Agreement, Framework Agreement for the Supply of Locum Doctors, Framework Agreement
RECORDS AND AUDIT ACCESS.
17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member the Supplier’s head or chief internal auditor or external auditor and shall be provided to the Authority no later than two (2) Months after the end of each of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).Financial Reporting Year.
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or ), the costs of the Supplier (including Sub-Contractors), and/or the composition of the Charges including for example the cost to the Supplier of purchasing the Goods and Services supplied under this Framework Agreement or any Call-Off Agreements;
17.4.2 to verify the total expenditure by Contracting Bodies with the Supplier (including expenditure outside this Framework Agreement);
17.4.3 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 17.4.4 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 17.4.5 to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 17.4.6 to review the Supplier's ’s compliance with its security obligations;
17.4.6 17.4.7 to review any books of accounts account kept by the Supplier in connection with the provision of the Goods and Services; and/or
17.4.7 17.4.8 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "“Audit"”.
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts and/or externally audited accounts) on request during the Term and for a period of sevenseven (7) years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 Where the Supplier has provided printed or hard copies of records and accounts for the purposes of inspection under clause 16.4, the Supplier shall, on request from the Authority, permit the Authority to access relevant electronic databases or systems to verify such records and accounts against the original record or database.
17.7 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.8 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including:
17.8.1 all information requested by the Auditor within the scope of the Audit;
17.8.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and
17.8.3 access to the Supplier Staff.
17.9 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.10 If an Audit reveals:
17.10.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.10.2 a Material Default; and/or
17.10.3 a Consistent Failure; and the Authority shall (in addition to the right in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.
17.11 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless;
17.11.1 the Audit reveals a Material Default by the Supplier in which case the Supplier shall reimburse the Authority for the Authority’s reasonable costs incurred in relation to the Audit, or
17.11.2 The Supplier fails to achieve any target or requirement imposed by the Audit the Supplier shall reimburse the Authority for the Authority’s reasonable costs incurred in relation to any repeat of the Audit to determine if the earlier failure has been remedied.
Appears in 17 contracts
Samples: Framework Agreement, It Hardware and Solutions Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven
Appears in 15 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier Provider shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practicegood accountancy practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier Provider shall afford the Authority (or relevant Other Contracting Body), ) and/or the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") Auditor such access to the such records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 17.4 The Supplier Provider shall provide such records and accounts (together with copies of the SupplierProvider's published accounts) on request during the Term and for a period of sevensix (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor.
17.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Services pursuant to the Call-Off Contracts, and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority.
17.6 Subject to the Authority's rights of confidentiality, the Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:-
17.6.1 all information requested by the Auditor within the scope of the Audit;
17.6.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Services; and
17.6.3 access to the Staff.
17.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 11 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 18.1 The Supplier shall keep and maintain until seven six (76) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Available Goods and Services, the Ordered Goods and Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 18.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice.
17.3 18.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample Authority no later than two (2) Months after the end of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)each Contract Year.
17.4 18.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, representatives and/or the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the such records and accounts referred to in Clause 17.1 (which may include working papers if reasonably requested) at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposesof:
17.4.1 18.4.1 Management Information;
18.4.2 Management Charge payments; and/or
18.4.3 any levies payable by the Supplier, in order to verify the accuracy correct application of Charges (pricing methodologies, performance, security and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier integrity in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contracttherewith. Each such inspection of records and accounts shall be an "Audit".
17.5 18.5 The Supplier shall provide such records and accounts (together with copies of the Supplier’s published accounts or its Holding Company's published accounts where the Supplier does not publish its accounts) on request during the Term and for a period of sevensix (6) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
18.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
18.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including:
18.7.1 all information requested by the Auditor within the scope of the Audit;
18.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Available Goods and Services (and/or Ordered Goods and Services as appropriate); and
18.7.3 access to the Supplier Staff.
18.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
18.9 If an Audit reveals:
18.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
18.9.2 a Material Default; and/or
18.9.3 a Consistent Failure, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 27 (Termination)
18.10 In all other circumstances, each Party shall bear its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17.1.
Appears in 10 contracts
Samples: Goods and Services Framework Agreement, Goods and Services Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 16.1 The Supplier shall keep and maintain until seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 16.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above 16.1 in accordance with Good Industry Practice.
17.3 16.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed to provide assurance that:
17.3.1 on a representative sample of Orders to provide assurance that;
16.3.1 all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ processing/invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 16.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 16.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, rates and/or fixed quotes (as applicable).
17.4 16.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) and their respective representatives access to the records and accounts referred to in Clause 17.1 16.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 16.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 16.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 16.4.3 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 16.4.4 to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 77 (Value for Money);
17.4.5 16.4.5 to review the Supplier's ’s compliance with its security obligations;
17.4.6 16.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 16.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 16.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
16.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
16.7 Subject to the Authority’s obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
16.7.1 all information within the scope of the Audit requested by the Auditors;
16.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
16.7.3 reasonable access to the Supplier Staff.
16.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than half a percent (0.5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 16.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the audit.
16.9 If an Audit reveals:
16.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
16.9.2 a Material Default; and/or
16.9.3 a Persistent Failure, the Authority shall (in addition to the right to be reimbursed in Clause 16.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 25.4
16.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 16, save as specified in Clause 16.8.
Appears in 8 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier 11.1 Without prejudice to any other requirement of this DPS Agreement the Provider shall keep and maintain until the later of:
11.1.1 seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement DPS Agreement; or
11.1.2 seven (7) years after the date of termination or expiry of the last Contract to expire or terminate; or
11.1.3 such other longer period date as may be agreed in writing between the Parties), full and accurate records and accounts of the operation of this Framework Agreement DPS Agreement, including the Services provided under itany completed Contract(s), the Call-Off Contracts entered into with Contracting Bodies Contract Services and/or Contract Supplies (as the case may be) and Funding provided pursuant to the Contract(s), and the amounts paid by each the relevant Contracting BodyAuthority under any Contract(s).
17.2 11.2 The Supplier Provider shall keep the records and accounts referred to in Clause 17.1 above 11.1 (Records and Audit Access) in accordance with Good Industry PracticePractice and Law.
17.3 11.3 The Supplier Provider shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or on request by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed Administering Authority allow any Auditor to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 11.1 (Records and Audit Access) at the SupplierProvider's premises and/or provide copies of the same in such records format and accounts, manner as may be reasonably required and agreed with by the Authority (or relevant Other Contracting Body or Auditors) from time to timeAuditor, in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection to assess compliance by the Provider with any of the Provider's obligations under this DPS Agreement, including for (but not limited to) where the following purposesAuditor wishes to:
17.4.1 to 11.3.1 verify the accuracy of Charges the charges and any other amounts payable by a Contracting Authority under a Contract (and including proposed or actual variations to them in accordance with this Framework Agreement) and/or variations); and/or
11.3.2 verify the costs of the Supplier Provider (including Sub-Contractors);the costs of any subcontractors and/or third party providers) in connection with the provision of any Contracting Authority Requirement; and/or
17.4.2 11.3.3 verify the Provider's compliance with Law; and/or
11.3.4 identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security; and/or
11.3.5 obtain such information as is necessary to fulfil the Administering Authority's obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; and/or
11.3.6 carry out the Administering Authority's internal and statutory accounting processes and to prepare, examine and/or certify the Administering Authority's annual and interim reports and accounts; and/or
11.3.7 enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the Administering Authority has used its resources; and/or
11.3.8 verify the accuracy and completeness of any Management Information delivered or required by this DPS Agreement; and/or
11.3.9 review any records relating to the Provider's provision of Contract Services and/or Contract Supplies (as the case may be) and Funding and to verify that these reflect the Provider's own internal reports and records; and/or
11.3.10 review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the ServicesAdministering Authority Data; and/or
17.4.7 to ensure 11.3.11 review the Provider's quality management systems (including all relevant quality plans and any quality manuals and procedures).
11.4 The Provider agrees and acknowledges that the Supplier level of information to be provided to the Provider in respect of any Audit shall be a matter for the Auditor (in their complete discretion) and a lack of information regarding the purpose or objective of any Audit shall have no bearing on the requirement for the Provider to comply with any access request made pursuant to this Clause 11 (Records and Audit Access).
11.5 Except where an Audit is complying imposed on the Administering Authority by a regulatory body or where the Administering Authority has reasonable grounds for believing that the Provider has not complied with its obligations under this Framework DPS Agreement, the Authority may not conduct an Audit of the Provider more than once during the Term.
11.6 Nothing in this DPS Agreement shall prevent or restrict the rights of the Comptroller and Auditor General and/or their representatives from carrying out an Audit, examination or investigation of the Provider.
11.7 The Administering Authority shall use reasonable endeavours to ensure that the conduct of any Audit does not unreasonably disrupt the Provider or obstruct the provision of any Funding pursuant to any Contract, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Administering Authority.
11.8 Subject to the Administering Authority's obligations of confidentiality, the Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
11.8.1 all information within the scope of the Audit requested by the Auditor; and
11.8.2 access to the Provider Personnel.
12.1 This DPS Agreement can only be varied if the Administering Authority notifies the Provider in writing that it wishes to vary the terms of this DPS Agreement and provides the Provider with full written details of any Call-Off Contractsuch proposed change. Each such inspection If the Provider agrees to the terms of the variation proposed by the Administering Authority the Parties shall be an "Audit"confirm in writing their agreement to the Administering Authority’s variation.
17.5 The Supplier shall provide such records and accounts 12.2 If no variation agreement is reached within thirty (together with copies 30) Working Days of the Supplier's published accounts) on request during Administering Authority notifying the Term and for a period of sevenProvider that it wishes to vary the terms, the Administering Authority may give written notice to the Provider that either:
12.2.1 the Parties will continue to perform their obligations under this DPS Agreement without the variation; or
12.2.2 the DPS Agreement will be terminated with immediate effect.
Appears in 6 contracts
Samples: Dynamic Purchasing System Agreement, Dynamic Purchasing System Agreement, Dynamic Purchasing System Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until for seven (7) Years years after the Call Off Expiry Date or date of termination or expiry of this Call Off Contract (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Call Off Contract including the Goods and/or Services provided under it, the CallPurchase Orders, any Sub-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 the Customer. The Supplier shall keep the records and accounts referred to in Clause 17.1 47.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementPractice and generally accepted accounting principles. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), Customer and/or the Authority's representatives, Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission ("Auditors"each of whom shall for the purposes of this Clause 47 be an “Auditor”) access to the records and accounts referred to in Clause 17.1 47.1 at the Supplier's ’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to timetime during the Call Off Contract Period and the period specified in Clause 47.1, in order that the Authority (or relevant Contracting Body or AuditorsAuditor(s) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Framework Agreement) Call Off Contract), and/or the costs of the all Supplier (including Sub-Contractors);
17.4.2 ) of the Goods and/or Services; to review the integrity, confidentiality and security of the Personal Customer Data held or used by the Supplier;
17.4.3 ; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement Call Off Contract and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations;
17.4.6 obligations set out in Clause 30 (Security and Protection of Information); to review any books of accounts account kept by the Supplier in connection with the provision of the Goods and/or Services; and/or
17.4.7 to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Contract. Each such inspection The Customer shall be an "Audit".
17.5 The use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide such records the Auditor(s) with all reasonable co-operation and accounts (together with copies assistance in: all reasonable information requested by the Customer within the scope of the Supplieraudit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's published accountsreasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on request such date or dates during the Term and for a period of sevenCall Off Contract Period as the Customer may specify.
Appears in 6 contracts
Samples: Call Off Contract, Call Off Contract, Call Off Contract
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until for seven (7) Years years after the Call Off Expiry Date or date of termination or expiry of this Call Off Contract (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Call Off Contract including the Goods and/or Services provided under it, the CallPurchase Orders, any Sub-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 the Customer. The Supplier shall keep the records and accounts referred to in Clause 17.1 45.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementPractice and generally accepted accounting principles. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), Customer and/or the Authority's representatives, Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission ("Auditors"each of whom shall for the purposes of this Clause 45 be an “Auditor”) access to the records and accounts referred to in Clause 17.1 45.1 at the Supplier's ’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to timetime during the Call Off Contract Period and the period specified in Clause 45.1, in order that the Authority (or relevant Contracting Body or AuditorsAuditor(s) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Framework Agreement) Call Off Contract), and/or the costs of the all Supplier (including Sub-Contractors);
17.4.2 ) of the Goods and/or Services; to review the integrity, confidentiality and security of the Personal Customer Data held or used by the Supplier;
17.4.3 ; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement Call Off Contract and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations;
17.4.6 obligations set out in Clause 30 (Security and Protection of Information); to review any books of accounts account kept by the Supplier in connection with the provision of the Goods and/or Services; and/or
17.4.7 to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Contract. Each such inspection The Customer shall be an "Audit".
17.5 The use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide such records the Auditor(s) with all reasonable co-operation and accounts (together with copies assistance in: all reasonable information requested by the Customer within the scope of the Supplieraudit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 45, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's published accountsreasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on request such date or dates during the Term and for a period of sevenCall Off Contract Period as the Customer may specify.
Appears in 6 contracts
Samples: Call Off Contract, Call Off Contract, Call Off Contract
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditor;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 5 contracts
Samples: Courier Services Framework Agreement, Courier Services Framework Agreement, Courier Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 19.1 The Supplier Contractor shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into into, records of all expenditures that are reimbursable by COI and all payments made by COI. These include but are not limited to records of the hours worked and costs incurred by the Contractor or any employees of the contractor in connection with Contracting Bodies and the amounts paid by each Contracting BodyServices.
17.2 19.2 The Supplier Contractor shall keep the records and accounts referred to in Clause 17.1 19.1 above in accordance with Good Industry Practicegood accountancy practice.
17.3 19.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier Contractor shall afford COI and/or the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") Auditor such access to the such records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 19.4 The Supplier Contractor shall provide such records and accounts (together with copies of the SupplierContractor's published accounts) on request during the Term and for a period of sevensix (6) years after expiry of the Term to COI and the Auditor.
19.5 COI shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Contractor or delay the provision of the Services pursuant to the Contracts, save insofar as the Contractor accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of COI.
19.6 Subject to COI's rights of confidentiality, the Contractor shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:-
19.6.1 all information requested by the Auditor within the scope of the Audit;
19.6.2 reasonable access to sites controlled by the Contractor and to equipment used in the provision of the Services; and
19.6.3 access to the Staff.
19.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the Audit reveals a Default by the Contractor in which case the Contractor shall reimburse COI for COI's reasonable costs incurred in relation to the Audit.
Appears in 3 contracts
Samples: Services Framework Agreement, Services Framework Agreement, Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementAgreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 3 contracts
Samples: Framework Agreement, Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 11.1 The Supplier shall keep and maintain until seven for six (76) Years after the date provision of termination or expiry (whichever is the earlier) of this Framework Agreement Vehicles and/or Services (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement the Contract including the Vehicles and/or Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Bodythe Customer.
17.2 11.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 11.1 above in accordance with Good Industry PracticePractice and generally accepted accounting principles.
17.3 11.3 The Supplier shall on request afford the Customer, the Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time.
11.4 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request to the Customer and the Auditor during the Term period from the date of the Vehicle Agreement until the date which is twelve (12) Months after the date of provision of the Vehicles and/or Services.
11.5 The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services or supply of the Vehicles save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Customer.
11.6 Subject to the Customer's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including:
11.6.1 all information requested by the Customer within the scope of the audit;
11.6.2 reasonable access to any relevant place connected to the performance of the Contract and to any equipment used by the Supplier (but not hired, leased or loaned from the Customer) in the performance of its obligations under the Contract; and
11.6.3 access to the Staff.
11.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 11, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.
11.8 The Supplier agrees that the Customer may provide OGC with information relating to the Vehicles and/or Services procured and any payments made under the Contract and the Supplier hereby consents to OGC:
11.8.1 storing and analysing such information and producing statistics; and
11.8.2 sharing such information or any statistics produced using it, with any other Contracting Body.
11.9 In the event that OGC shares the information provided under Clause 11.8 above, any Contracting Body receiving the information shall be informed of the confidential nature of that information and shall be requested not to disclose it to any body who is not a period of sevenContracting Body (unless required by Law).
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 15.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above Body in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 15.2 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (and or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 15.2.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 15.2.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 15.2.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 15.2.4 to review the Supplier's compliance with its security obligations;
17.4.6 15.2.5 to review the Suppliers response to the Market Presentations issued by the Contracting Body;
15.2.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 15.2.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 15.3 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) regarding this Framework Agreement and on request during the Term and for a period as prescribed by the FSA or any Call-Off Agreement, if later, to the Authority (and or relevant Contracting Body or Auditors) and/or its internal and external auditors.
15.4 The Authority shall use reasonable endeavours to ensure that the conduct of seveneach Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
15.5 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
15.5.1 all information within the scope of the Audit requested by the Auditors;
15.5.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
15.5.3 reasonable access to the Supplier Staff.
15.6 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than (1%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 16.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
15.7 If an Audit reveals:
15.7.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
15.7.2 a Material Default; and/or
15.7.3 a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 15.6) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 24.
15.8 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 15, save as specified in Clause 15.8.
Appears in 2 contracts
Samples: Insurance Services Framework Agreement, Insurance Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementAgreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. CONTRACTING BODY SATISFACTION MONITORING The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Supplier Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the Supplier is taking appropriate steps to comply with this Clause, including copies of any written communications to and/or from Supplier Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 15.1 The Supplier shall keep and maintain until seven six (76) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 15.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above 15.1 in accordance with Good Industry Practice.
17.3 15.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that:
17.3.1 a representative sample of 15.3.1 all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 15.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 15.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)in Schedule 2.
17.4 15.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 15.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 15.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 15.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 15.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 75 (Value for Money);
17.4.5 15.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 15.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 15.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 15.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevensix (6) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
15.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
15.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
15.7.1 all information within the scope of the Audit requested by the Auditors;
15.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
15.7.3 reasonable access to the Supplier Staff.
15.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 15.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
15.9 If an Audit reveals:
15.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
15.9.2 a Material Default; and/or
15.9.3 a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 15.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 24.3.
15.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 15, save as specified in Clause 15.8.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven six (76) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Customer Contracts entered into with Contracting Bodies Customers and the amounts paid by each Contracting Body.
17.2 Customer. Without prejudice to the generality of the foregoing, the Supplier shall document, implement and comply with processes, and keep or cause to be kept full and accurate records, such that (and such that the Authority or its statutory auditors or authorised agents may verify that): the Authority can verify the amount of Commission being invoiced by the Supplier under the Customer Contracts, and being paid by Customers to the Supplier; Management Information is accurate and provided promptly to the Authority and is checked and signed off by a senior officer of the Supplier, who understands the obligations and requirements of this Framework Agreement; invoices for the supply of Gas Products and Additional Services are calculated in accordance with Schedule 3 and the Customer Contracts, are correct and are issued in a timely manner in accordance with Schedule 5, the Key Performance Indicators and the Customer Contracts; records are kept of all Customer Contracts entered into; records (including Confirmations) are kept of all Transactions entered into by the Supplier and the Authority; records are kept of all Additional Services, if any, provided by the Supplier to each Customer, the applicable charges and the Supplier’s standard of performance in providing such Additional Services; Key Performance Indicators are monitored and corrective action is taken where necessary pursuant to this Framework Agreement or the Customer Contracts; Queries, Complaints and Disputes are recorded, investigated and resolved; and external security, quality, environmental management and similar accreditations are maintained. The Supplier shall keep the records and accounts referred to in Clause 17.1 7.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditorAuthority no later than two (2) Months after the end of each Contract Year. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting BodyCustomer), the Authority's representatives, representatives and/or the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsCustomer) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsCustomer) may carry out an inspection including for of: Management Information; Commission payments; and/or the following purposes:
17.4.1 Charges, in order to verify the accuracy correct application of Charges (pricing methodologies, performance, security and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier integrity in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contracttherewith. Each such inspection of records and accounts shall be an "“Audit".
17.5 ”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevensix (6) years after expiry of the Term to the Authority (or relevant Customer) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Customer Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Commission payments due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Commission payments due;
Appears in 2 contracts
Samples: Framework Agreement for Natural Gas Supply and Additional Services, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 16.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 16.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above 16.1 in accordance with Good Industry Practice.
17.3 16.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s Supplier‟s management team or by the Supplier’s Supplier‟s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that:
17.3.1 a representative sample of 16.3.1 all Orders are clearly identified as Framework Orders in the Supplier‟s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 16.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 16.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 16.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 16.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 16.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 16.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 16.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 16.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 77 (Value for Money);
17.4.5 16.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 16.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 16.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 16.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
16.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
16.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
16.7.1 all information within the scope of the Audit requested by the Auditors;
16.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
16.7.3 reasonable access to the Supplier Staff.
16.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than half a per cent (0.5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 16.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
16.9 If an Audit reveals:
16.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
16.9.2 a Material Default; and/or
16.9.3 a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 16.8 be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 25.4
16.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 16.8 , save as specified in Clause 16.8 .
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until for seven (7) Years years after the Call Off Expiry Date or date of termination or expiry of this Call Off Contract (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Call Off Contract including the Services provided under it, the Callany Sub-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 the Customer. The Supplier shall keep the records and accounts referred to in Clause 17.1 38.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementPractice and Law. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 11.1 at the Supplier's ’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to timetime during the Call Off Contract Period and the period specified in Clause 11.1, in order that the Authority (or relevant Contracting Body or AuditorsAuditor(s) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Framework Agreement) Call Off Contract), and/or the costs of the all Supplier (including Sub-Contractors);
17.4.2 ) of the Services; to review the integrity, confidentiality and security of the Personal Customer Data held or used by the Supplier;
17.4.3 ; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement Call Off Contract and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money) and Clause 17 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations;
17.4.6 obligations set out in Clause 28 (Security and Protection of Information); to review any books of accounts account kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Contract. Each The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 11, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such inspection shall be an "Audit".
17.5 date or dates during the Call Off Contract Period as the Customer may specify. DISCRIMINATION The Supplier shall provide not unlawfully discriminate within the meaning and scope of any Law relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause 12.1 by all Staff engaged or employed in the execution of this Call Off Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Staff on the grounds of discrimination arising in connection with the provision of the Services under this Call Off Contract. The Supplier shall comply with the requirements set out in Call Off Schedule 8 (Diversity and Equality). PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier (including its shareholders, members and directors) and any Staff in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or the Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Staff commits any Fraud, the Customer may: terminate this Call Off Contract for Material Breach; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full for any Loss sustained by the Customer at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) in consequence of any breach of this Clause 13 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Call Off Contract Period. TRANSFER AND SUB-CONTRACTING Transfer rights Subject to Clause 14.1.2, the Supplier shall not assign, novate, Sub-Contract or in any other way dispose of this Call Off Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Call Off Contract Charges or any part thereof due to the Supplier under this Call Off Contract (including any interest which the Customer incurs under Clause 22.2.6). Any assignment under this Clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under Clause 22.3 (Recovery of Sums Due); all related rights of the Customer under this Call Off Contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both Clauses 14.1.3 and 14.1.4. In the event that the Supplier assigns the right to receive the Call Off Contract Charges under Clause 14.1.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and, including a reasonable notice period, of the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of Clause 22.2 shall continue to apply in all other respects after the assignment and shall not be amended. Subject to Clause 14.1.8, the Customer may assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such records and accounts (together with copies assignment, novation or other disposal shall not increase the burden of the Supplier's published accountsobligations under this Call Off Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 14.1.8, affect the validity of this Call Off Contract. In such circumstances, this Call Off Contract shall bind and continue to take effect to the benefit of any successor body to the Customer. If the rights and obligations under this Call Off Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.1.6 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in Clauses 4.1 (Termination on Insolvency) 4.2 (Termination on request during Change of Control) and 4.5 (Termination on Default) shall be available to the Term Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under this Call Off Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information of the Supplier only for purposes relating to the performance of the Supplier's obligations under this Call Off Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a period confidentiality undertaking in relation to such Confidential Information. For the purposes of sevenClause 14.1.8 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Call Off Contract.
Appears in 2 contracts
Samples: Wider Public Sector Travel Management Services Framework Agreement, Call Off Terms for Services
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain maintain, until the later of: seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Agreement (to expire or terminate; such other longer period date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Agreement, including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body.
17.2 Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 16.1 in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed Supplier shall, during the period referred to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where requiredClause 16.1, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 16.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to time, in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection inspection, including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 8 (Value for Money); to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide such records the Auditors with all reasonable co-operation and accounts (together with copies assistance in relation to each Audit, including by providing: all information within the scope of the Supplier's published accountsAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services; and access to the Supplier Staff. If an Audit reveals that: the Supplier has committed a material Default; a Persistent Failure has occurred; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) on request during of the Term Authority Management Charge due in respect of any Month, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and for a period expenses incurred in respect of sevencompliance with their obligations under this Clause 16, save as specified in Clause 16.6.
Appears in 2 contracts
Samples: Demand Side Response Services Framework Agreement, Demand Side Response Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 15.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 15.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above 15.1 in accordance with Good Industry Practice.
17.3 15.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that:
17.3.1 a representative sample of 15.3.1 all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 15.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 15.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 15.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 15.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 15.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 15.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 15.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 75 (Value for Money);
17.4.5 15.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 15.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 15.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 15.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
15.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
15.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
15.7.1 all information within the scope of the Audit requested by the Auditors;
15.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
15.7.3 reasonable access to the Supplier Staff.
15.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 15.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
15.9 If an Audit reveals:
15.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
15.9.2 a Material Default; and/or
15.9.3 a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 15.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 24.3.
15.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 15, save as specified in Clause 15.8.
Appears in 2 contracts
Samples: Legal Services Framework Agreement, Legal Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain maintain, until the later of: seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement Agreement; seven (7) years after the date of termination or expiry of the last Call Off Contract to expire or terminate; such other longer period date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Agreement, including the Services provided under it, the Call-Call Off Contracts entered into with Contracting Bodies and Bodies, the Services provided pursuant to the Call Off Contracts, the amounts paid by each Contracting Body.
17.2 Body under the Call Off Contracts and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting Audit Report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year within two Months of this Framework Agreementthe end of that Contract Year. The Each Self Audit Compliance Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Compliance Certificate should confirm that be based on tests have been completed to provide assurance that:
17.3.1 against a representative sample of 10% or 100 transactions (whichever is smaller) and should provide assurance that: Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 Reports; all related invoices are completely and accurately included in the MI returnsReports; and
17.3.4 all Charges to Contracting Bodies comply with any requirements under the Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 ; and an additional sample of twenty (20) public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by an Audit Report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts (including copies of the Supplier’s published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to timetime during the period specified in Clause , in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection inspection, including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money); to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Contract. Each such inspection to receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier’s practice is consistent with the Government transparency agenda which requires all public sector bodies to publish details of expenditure on common services. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services; and access to the Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any one Contract Year or year of any Call Off Contracts then, without prejudice to the Authority’s other rights under this Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Framework Agreement and any Call Off Contracts; and/or a material Default; then the Authority shall be an "Audit".
17.5 entitled to terminate this Framework Agreement under Clause . The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause , save as specified in Clause . CONFIDENTIALITY Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations of confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances (including the use of disciplinary procedures or removal of Sub-Contractors in serious cases). To the fullest extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide such records and accounts evidence to the Authority as the Authority may reasonably require (together though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to demonstrate that the Supplier is taking appropriate steps to comply with Xxxxxx , including copies of any written communications to and/or from Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Staff in connection with obligations as to confidentiality. The provisions of Clauses to shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause ); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is information independently developed without access to the Confidential Information; or (without prejudice to Clause ) must be disclosed in accordance with Law, including but not limited to any requirements for disclosure under Clause (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's published Confidential Information (including the Management Information obtained under Clause ): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting Bodies on request the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Call Off Contracts, including Service Levels, pricing information (which includes information on prices tendered in a Further Competition Procedure, even where a Call Off Contract is not entered into) and the terms of any Call Off Contract may be shared with any Government bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. For the purpose of this Clause , the Authority’s obligation to use reasonable endeavours shall be met if: in respect of written correspondence it marks the envelope as confidential; or in respect of electronic correspondence it marks the email heading confidential. Nothing in Clauses to shall prevent either Party from using any techniques, ideas or Know-How gained during the Term performance of its or the other Party’s obligations under this Framework Agreement or the Call Off Contracts in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses to , the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in writing. Clauses to shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call Off Contracts, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call Off Contracts and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses to . The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call Off Contract at any time during the Framework Period at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Xxxxxx . TRANSPARENCY The Parties acknowledge that, except for a period any information which is exempt from disclosure in accordance with the provisions of seventhe FOIA, the content of this Framework Agreement is not Confidential Information. Notwithstanding any other term of this Framework Agreement, the Supplier hereby gives its consent for the Authority to publish the Framework Agreement in its entirety, (subject to any information that is exempt from disclosure in accordance with the provisions of FOIA being redacted) including from time to time agreed changes to the Framework Agreement. The Authority shall be responsible for determining in its absolute and sole discretion whether any Management Information is exempt from disclosure in accordance with the provisions of the FOIA. The Authority may consult with the Supplier to help with its decision regarding any FOIA exemptions under Clauses 15.1 and but the Authority shall have the final decision in its absolute and sole discretion. The Supplier shall assist and cooperate with the Authority to enable the Authority to publish this Framework Agreement.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditor;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Courier Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier 11.1 Without prejudice to any other requirement of this DPS Agreement the Provider shall keep and maintain until the later of:
11.1.1 seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement DPS Agreement; or
11.1.2 seven (7) years after the date of termination or expiry of the last Contract to expire or terminate; or
11.1.3 such other longer period date as may be agreed in writing between the Parties), full and accurate records and accounts of the operation of this Framework Agreement DPS Agreement, including the Services provided under itany completed Contract(s), the Call-Off Contracts entered into with Contracting Bodies Contract Services and/or Contract Supplies (as the case may be) and Funding provided pursuant to the Contract(s), and the amounts paid by each the relevant Contracting BodyAuthority under any Contract(s).
17.2 11.2 The Supplier Provider shall keep the records and accounts referred to in Clause 17.1 above 11.1 (Records and Audit Access) in accordance with Good Industry PracticePractice and Law.
17.3 11.3 The Supplier Provider shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or on request by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed Administering Authority allow any Auditor to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 11.1 (Records and Audit Access) at the SupplierProvider's premises and/or provide copies of the same in such records format and accounts, manner as may be reasonably required and agreed with by the Authority (or relevant Other Contracting Body or Auditors) from time to timeAuditor, in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection to assess compliance by the Provider with any of the Provider's obligations under this DPS Agreement, including for (but not limited to) where the following purposesAuditor wishes to:
17.4.1 to 11.3.1 verify the accuracy of Charges the charges and any other amounts payable by a Contracting Authority under a Contract (and including proposed or actual variations to them in accordance with this Framework Agreement) and/or variations); and/or
11.3.2 verify the costs of the Supplier Provider (including Sub-Contractors);the costs of any subcontractors and/or third party providers) in connection with the provision of any Contracting Authority Requirement; and/or
17.4.2 11.3.3 verify the Provider's compliance with Law; and/or
11.3.4 identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security; and/or
11.3.5 obtain such information as is necessary to fulfil the Administering Authority's obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; and/or
11.3.6 carry out the Administering Authority's internal and statutory accounting processes and to prepare, examine and/or certify the Administering Authority's annual and interim reports and accounts; and/or
11.3.7 enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Administering Authority has used its resources; and/or
11.3.8 verify the accuracy and completeness of any Management Information delivered or required by this DPS Agreement; and/or
11.3.9 review any records relating to the Provider's provision of Contract Services and/or Contract Supplies (as the case may be) and Funding and to verify that these reflect the Provider's own internal reports and records; and/or
11.3.10 review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the ServicesAdministering Authority Data; and/or
17.4.7 to ensure 11.3.11 review the Provider's quality management systems (including all relevant quality plans and any quality manuals and procedures).
11.4 The Provider agrees and acknowledges that the Supplier level of information to be provided to the Provider in respect of any Audit shall be a matter for the Auditor (in their complete discretion) and a lack of information regarding the purpose or objective of any Audit shall have no bearing on the requirement for the Provider to comply with any access request made pursuant to this Clause 11 (Records and Audit Access).
11.5 Except where an Audit is complying imposed on the Administering Authority by a regulatory body or where the Administering Authority has reasonable grounds for believing that the Provider has not complied with its obligations under this Framework DPS Agreement, the Authority may not conduct an Audit of the Provider more than once during the Term.
11.6 Nothing in this DPS Agreement shall prevent or restrict the rights of the Comptroller and Auditor General and/or their representatives from carrying out an Audit, examination or investigation of the Provider.
11.7 The Administering Authority shall use reasonable endeavours to ensure that the conduct of any Audit does not unreasonably disrupt the Provider or obstruct the provision of any Funding pursuant to any Contract, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Administering Authority.
11.8 Subject to the Administering Authority's obligations of confidentiality, the Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
11.8.1 all information within the scope of the Audit requested by the Auditor; and
11.8.2 access to the Provider Personnel.
12.1 This DPS Agreement can only be varied if the Administering Authority notifies the Provider in writing that it wishes to vary the terms of this DPS Agreement and provides the Provider with full written details of any Call-Off Contractsuch proposed change. Each such inspection If the Provider agrees to the terms of the variation proposed by the Administering Authority the Parties shall be an "Audit"confirm in writing their agreement to the Administering Authority’s variation.
17.5 The Supplier shall provide such records and accounts 12.2 If no variation agreement is reached within thirty (together with copies 30) Working Days of the Supplier's published accounts) on request during Administering Authority notifying the Term and for a period of sevenProvider that it wishes to vary the terms, the Administering Authority may give written notice to the Provider that either:
12.2.1 the Parties will continue to perform their obligations under this DPS Agreement without the variation; or
12.2.2 the DPS Agreement will be terminated with immediate effect.
Appears in 1 contract
Samples: Dynamic Purchasing System Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditorAuthority no later than two (2) Months after the end of each Contract Year. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's ’s compliance with its security obligations;
17.4.6 ; to review any books of accounts account kept by the Supplier in connection with the provision of the Available Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "“Audit".
17.5 ”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self annual Self-Audit Compliance Certificate in the Form set out in Framework Schedule 9 (Annual Self-Audit Certificate) in respect of each Contract Year of this Framework Agreement. The Self Self-Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that:
17.3.1 a representative sample of all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 77 (Value for Money);
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditors;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Bodypaid.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practicegood accountancy practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Contracting Authority (or relevant Other Contracting Body), and/or the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") Auditor such access to the such records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 17.4 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request as requested by the Contracting Authority (acting reasonably) during the Term and for a period of sevensix (6) years after expiry of the Term to the Contracting Authority and the Auditor.
17.5 The Contracting Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority.
17.6 Subject to the Authority's rights of confidentiality, the Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:-
17.6.1 all information requested by the Auditor within the scope of the Audit;
17.6.2 reasonable access to sites controlled by the Supplier and to equipment used in the provision of the Services; and
17.6.3 access to the Staff.
17.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Supplier in which case the Supplier shall reimburse the DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 Contracting Authority for the Contracting Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain maintain, until the later of: seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Agreement (to expire or terminate; such other longer period date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Agreement, including the Services provided under it, the Call-Call Off Contracts Agreements entered into with Contracting Bodies and Bodies, the Services provided pursuant to the Call Off Agreements, the amounts paid by each Contracting Body.
17.2 Body under the Call Off Agreements and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting summary audit report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 13.1 in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year within two Months of this Framework Agreementthe end of that Contract Year. The Each Self Audit Compliance Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Compliance Certificate should confirm that be based on tests have been completed against a representative sample of 10% or 100 transactions (whichever is smaller) to provide assurance that:
17.3.1 a representative sample of : Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 Reports; all related invoices are completely and accurately included in the MI returnsReports; and
17.3.4 all Charges to Contracting Bodies comply with any requirements under the Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 ; and an additional sample of 20 public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by a summary audit report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 13.1 at the Supplier's premises and/or provide copies of such records and accounts (including copies of the Supplier’s published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to timetime during the period specified in Clause 13.1, in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection inspection, including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money); to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any CallCall Off Agreement. to receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier’s practice is consistent with the Government transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services; and access to the Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any one Contract Year or year of any Call Off ContractAgreements then, without prejudice to the Authority’s other rights under this Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. Each such inspection If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Framework Agreement and any Call Off Agreements; and/or a material Default; then the Authority shall be an "Audit"entitled to terminate this Framework Agreement under Clause 22.1. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 13, save as specified in Clause 13.9.
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven
Appears in 1 contract
Samples: Wider Public Sector Travel Management Services Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 18.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 18.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice.
17.3 18.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate certificate should confirm that tests have been completed to provide assurance that:
17.3.1 18.3.1 a representative sample of Orders orders are clearly identified as Framework Orders orders in the order processing/ invoicing systems and and, where required, Orders orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 18.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges 18.3.3 All charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, rates and fixed quotes (as applicable).
17.4 18.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at 18.1at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 18.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including any costs relating to Sub-Contractors);
17.4.2 18.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 18.4.3 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other relevant Laws;
17.4.4 18.4.4 to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 18.4.5 to review the Supplier's ’s compliance with its security obligations;
17.4.6 18.4.6 to review any books of or accounts kept by the Supplier in connection with the provision of the Goods and Services; and/or
17.4.7 18.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each , and each such inspection shall be an "“Audit"”.
17.5 18.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
18.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Contracts, provided that the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
18.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
18.7.1 all information within the scope of the Audit requested by the Auditor;
18.7.2 reasonable access to any sites used and/or controlled by the Supplier and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and
18.7.3 access to the Supplier Staff.
18.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
18.9 If an Audit reveals:
18.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
18.9.2 a Material Default; and/or
18.9.3 a Consistent Failure; and the Authority shall (in addition to the right in Clause 18.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 27.4.
18.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 18, unless the Audit reveals a Material Default and/or a Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority’s reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry of this Framework Agreement or of the last Call Off Agreement (whichever is the earlierlater) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Available Services, the Ordered Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample Authority no later than two (2) Months after the end of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)each Contract Year.
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Other Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's ’s compliance with its continuous improvement obligations set out in Framework Schedule 6 and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's ’s compliance with its security obligations;
17.4.6 to review any books of accounts account kept by the Supplier in connection with the provision of the Available Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Contract. .
17.4.8 Each such inspection shall be an "“Audit"”.
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) years after termination or expiry of the Term or the last Call Of Agreement (whichever is the later) to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Services pursuant to the Call-Off Agreements. The Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office or Audit Commission is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including:
17.7.1 all information requested by the Auditor within the scope of the Audit;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Available Services (and/or Ordered Services as appropriate); and
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 ; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one (1) percent of the Management Charge due; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five (5) percent of the Management Charge due; a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4. The Supplier shall at all times during the Term be financially capable of providing the Services and in order for the Authority to satisfy itself of the Supplier’s financial capability to, the Supplier shall provide to the Authority within five (5) Working Days of a request by the Authority: a copy of the Supplier’s final audited accounts statements including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier is not registered with Companies House in the United Kingdom, it shall provide a copy of its annual accounts as appropriate for the country in which it is registered, including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier’s annual accounts have not been audited the Authority may request a copy of the latest Financial Year draft accounts prior to annual accounts being audited. Such draft accounts shall include balance sheets and profit and loss accounts with associated policies and notes to the accounts; and/or a copy of the Supplier’s annual return form AR01 as submitted to Companies House where the Supplier is registered in the Companies House in the United Kingdom. Where the Supplier is not registered with Companies House, it shall forward the equivalent of the information detailed within this Clause 17.10.2 in respect of the appropriate body in the country where it is registered; and/or a copy of the Supplier’s latest forecast accounts including balance sheet and profit and loss accounts with associated policies and notes to the accounts for the financial year following the accounts referred to in Clause 17.10.1 above; and/or a copy of the Supplier’s statement of current borrowing against lending limits and terms including review and renewal dates (including overdrafts, loans and mortgages) and any material changes to the borrowing potential of the Supplier; and/or a copy of the Supplier’s supply chain monitoring process, which should include details of the process for monitoring the financial viability of the supply chain (including timing), together with any known risks to supply chain stability and material changes to the supply chain. This should include extracts from board level meetings, risk registers etc. where any of the above items have been discussed,
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier Provider shall keep and maintain until seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties)Agreement, full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier Provider shall provide the Authority with a completed quarterly annual 'Self Audit Compliance Certificate Certificate' in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the SupplierProvider’s management team or by the SupplierProvider’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that:
17.3.1 a representative sample of all Orders are clearly identified as Framework Orders in the Provider’s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier Provider shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") Auditors and their respective representatives access to the records and accounts referred to in Clause 17.1 at the SupplierProvider's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the SupplierProvider;
17.4.3 to review the SupplierProvider's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the SupplierProvider's compliance with its security obligations;
17.4.6 17.4.5 to review any books of accounts kept by the Supplier Provider in connection with the provision of the Services; and/orand
17.4.7 17.4.6 to ensure that the Supplier Provider is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 The Supplier Provider shall provide copies of such records and accounts (together with copies of the SupplierProvider's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Contract, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of any Services pursuant to any Call-Off Contract, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditors;
17.7.2 reasonable access to any sites controlled by the Provider and to equipment used in the provision of the Services; and
17.7.3 reasonable access to the Staff.
17.8 If an Audit reveals:
17.8.1 that the Provider has underpaid an amount equal to or greater than five per cent (5%) of the Charges due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Contracts;
17.8.2 a Material Default; and/or
17.8.3 a Persistent Failure; then the Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, save as specified in Clause 17.8.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a : A representative sample of Orders orders are clearly identified as Framework Orders framework orders in the order processing/ invoicing systems and and, where required, Orders orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all ; All related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges and All charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.paid. DocuSign Envelope ID: 4A802A94-C09A-4CEE-8B35-1C09C51CF387 Flexible Procurement and Supply of Natural Gas, Daily Metered and Non-Daily Metered with Additional Services Y22008
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practicegood accountancy practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Contracting Authority (or relevant Other Contracting Body), and/or the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") Auditor such access to the such records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 subject to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"confidentially clause.
17.5 17.4 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevensix (6) years after expiry of the Term to the Contracting Authority and the Auditor.
17.5 The Contracting Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Contracting Authority.
17.6 Subject to the Contracting Authority's and/or the Suppliers rights of confidentiality, the Supplier shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:-
17.6.1 all information requested by the Auditor within the scope of the Audit;
17.6.2 reasonable access to sites controlled by the Supplier and to equipment used in the provision of the Services; and
17.6.3 access to the Staff.
17.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Supplier in which case the Supplier shall reimburse the Contracting Authority for the Contracting Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
RECORDS AND AUDIT ACCESS. 17.1 The Supplier (which for the purposes of this Clause includes all sub-Contractors) shall keep and maintain until seven ([7) Years ] years after the date of termination or expiry of this Framework Agreement or of the last Call Off Agreement (whichever is the earlierlater) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Available Services, the Ordered Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditorAuthority no later than two [2] Months after the end of each Contract Year. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 18.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking value for money obligations set out in Framework Agreement Schedule 7;
17.4.5 6; to review the Supplier's ’s compliance with its security obligations;
17.4.6 ; to review any books of accounts account kept by the Supplier in connection with the provision of the Available Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off ContractAgreement. Each AND each such inspection shall be an "“Audit".
17.5 ”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven [7] years after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Services pursuant to the Call-Off Agreements. The Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office or Audit Commission is outside of the control of the Authority. the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Available Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals: an underpayment by the Supplier to the Authority of in excess of five per cent [5%] of the total Management Charge due in any accounting period; a Material Default; and/or a Consistent Failure; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate or suspend this Framework Agreement pursuant to Clause 28. In all other circumstances, each Party shall bear its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 18.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 16.1 The Supplier shall keep and maintain until seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 16.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above 16.1 in accordance with Good Industry Practice.
17.3 16.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed to provide assurance that:
17.3.1 on a representative sample of Orders to provide assurance that;
16.3.1 all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ processing/invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 16.3.2 all related invoices are completely and accurately included in the MI returns; and
17.3.4 16.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, rates and/or fixed quotes (as applicable).
17.4 16.4 The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) and their respective representatives access to the records and accounts referred to in Clause 17.1 16.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 16.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 16.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 16.4.3 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 16.4.4 to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 77 (Value for Money);
17.4.5 16.4.5 to review the Supplier's ’s compliance with its security obligations;
17.4.6 16.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/orand
17.4.7 16.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit"Agreement.
17.5 16.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors.
16.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
16.7 Subject to the Authority’s obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
16.7.1 all information within the scope of the Audit requested by the Auditors;
16.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
16.7.3 reasonable access to the Supplier Staff.
16.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than half a percent (0.5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 16.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the audit.
16.9 If an Audit reveals:
16.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements;
16.9.2 a Material Default; and/or
16.9.3 a Persistent Failure, the Authority shall (in addition to the right to be reimbursed in Clause 16.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 25.4
16.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 16, save as specified in Clause 16.8.
Appears in 1 contract
Samples: Memorandum of Understanding
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 ; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one (1) percent of the Management Charge due; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five (5) percent of the Management Charge due;
Appears in 1 contract
Samples: Framework Agreement for the Supply of Locum Doctors
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a A representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all All related invoices are completely and accurately included in the MI returns; and
17.3.4 all 17.3.3 All Charges to Contracting Bodies comply with Framework requirements on maximum mark-xxxx- ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);; and/or
17.4.2 to review the integrity, confidentiality and security of the Authority Personal Data and any Personal Data supplied to it by any Other Contracting Body held or used by the Supplier;; and/or
17.4.3 to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;; and/or
17.4.4 to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;; and/or
17.4.5 to review the Supplier's ’s compliance with its security obligations;; and/or
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Goods and Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each Agreement; and each such inspection shall be an "“Audit"”.
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Agreements, provided that as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditoris outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information requested by the Auditor within the scope of the Audit;
17.7.2 reasonable access to any sites used and/or controlled by the Supplier and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Supplier in which case the Supplier shall reimburse the Authority for the Authority’s reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 20.1 The Supplier Service Provider shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other any longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off off Contracts entered into with Contracting Bodies Participating Authorities and the amounts paid to the Service Provider by each Contracting BodyParticipating Authority.
17.2 20.2 The Supplier Service Provider shall keep the records and accounts referred to in Clause 17.1 above clause 20.1 in accordance with Good Industry Practice.
17.3 20.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier Service Provider shall afford the Authority Council and / or the Council’s representatives (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) access to the records and accounts referred to in Clause 17.1 clause 20.1 at the Supplier's Service Provider’s premises and/or and / or provide copies of such records and accounts, accounts as may be required and agreed with by the Authority Council (or the relevant Other Contracting Body or AuditorsParticipating Authority) from time to time, in order that the Authority Council (or the relevant Contracting Body or AuditorsParticipating Authority) may carry out an inspection including for the following purposes:
17.4.1 20.3.1 to verify the accuracy of the Contract Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or ), and / or the costs of the Supplier Service Provider (including Sub-Contractorscontractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 20.3.2 to review any books of accounts account kept by the Supplier Service Provider in connection with the provision of the Services; and/orand / or
17.4.7 20.3.3 to ensure that the Supplier Service Provider is complying with its obligations under this Framework Agreement and any Call-Off off Contract. Each such inspection shall be an "“Audit"”.
17.5 20.4 The Supplier Service Provider shall provide such records and accounts (together with copies of the Supplier's Service Provider’s published accounts) on request during the Framework Term and for a period of sevensix (6) years after expiry of the Framework Term to the Council and its internal and external Auditors.
20.5 The Council shall use reasonable endeavours to ensure that the conduct of any Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to a Call-off Contract, save insofar as the Service Provider accepts and acknowledges that the conduct of an Audit carried out by the National Audit Office is outside of the control of the Council.
20.6 Subject to the Council’s rights of confidentiality, the Service Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:
20.6.1 all information requested by the Auditor within the scope of the Audit;
20.6.2 reasonable access to sites controlled by the Service Provider and to equipment used in the provision of the Services; and
20.6.3 access to the Service Provider’s Staff.
20.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 20, unless the Audit reveals a material Default by the Service Provider in which case the Service Provider shall reimburse the Council or Participating Authority reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement for Professional and Technical Services
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information requested by the Auditor within the scope of the Audit;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier’s Staff and Sub-Contractor’s staff, as appropriate.
17.8 If an Audit reveals that the Supplier has:
17.8.1 not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or
17.8.2 underpaid an amount equal to or greater than one (1) percent of the Management Charge due; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five (5) percent of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Supplier shall at all times during the Term be financially capable of providing the Services and in order for the Authority to satisfy itself of the Supplier’s financial capability to, the Supplier shall provide to the Authority within five (5) Working Days of a request by the Authority:
17.10.1 a copy of the Supplier’s final audited accounts statements including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier is not registered with Companies House in the United Kingdom, it shall provide a copy of its annual accounts as appropriate for the country in which it is registered, including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier’s annual accounts have not been audited the Authority may request a copy of the latest Financial Year draft accounts prior to annual accounts being audited. Such draft accounts shall include balance sheets and profit and loss accounts with associated policies and notes to the accounts; and/or
17.10.2 a copy of the Supplier’s annual return form AR01 as submitted to Companies House where the Supplier is registered in the Companies House in the United Kingdom. Where the Supplier is not registered with Companies House, it shall forward the equivalent of the information detailed within this Clause 17.10.2 in respect of the appropriate body in the country where it is registered; and/or
17.10.3 a copy of the Supplier’s latest forecast accounts including balance sheet and profit and loss accounts with associated policies and notes to the accounts for the financial year following the accounts referred to in Clause 17.10.1 above; and/or
17.10.4 a copy of the Supplier’s statement of current borrowing against lending limits and terms including review and renewal dates (including overdrafts, loans and mortgages) and any material changes to the borrowing potential of the Supplier; and/or
17.10.5 a copy of the Supplier’s supply chain monitoring process, which should include details of the process for monitoring the financial viability of the supply chain (including timing), together with any known risks to supply chain stability and material changes to the supply chain. This should include extracts from board level meetings, risk registers etc. where any of the above items have been discussed,
17.11 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17 (Records and Audit Access), unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 19.1 The Supplier Provider shall keep and maintain until seven six (76) Years years after the date of termination or expiry of the Term (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 19.2 The Supplier Provider shall keep the records and accounts referred to in Clause 17.1 19.1 above in accordance with Good Industry Practicegood accountancy practice.
17.3 19.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier Provider shall afford the Authority (or relevant Other Contracting Body), ) and/or the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission representatives ("Auditors") such access to the such records and accounts referred as may be required from time to in Clause 17.1 time at the Supplier's Provider’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority and/or the Authority's representatives (or relevant Other Contracting Body or Auditors) from "Auditors")from time to time, in order that the Authority and/or the Authority's representatives (or relevant Contracting Body or "Auditors") (may carry out an inspection including for the following purposesof:
17.4.1 19.3.1 Management Information;
19.3.2 Management Charge payments; and/or
19.3.3 any administration (“Administrative Fees”) fees payable by the Provider, in order to verify the accuracy correct application of Charges (pricing methodologies, performance, security and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier integrity in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contracttherewith. Each such inspection of records and accounts shall be an "“Audit"”.
17.5 19.4 The Supplier Provider shall provide such records and accounts (together with copies of the SupplierProvider's published accounts) on request during the Term and for a period of sevensix (6) years after expiry of the Term to the Authority (or relevant Contracting Body) and the Auditor.
19.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Provider or delay the provision of the Goods and Services pursuant to the Call-Off Contracts, save insofar as the Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is outside of the control of the Authority.
19.6 Subject to the Authority's rights of confidentiality, the Provider shall on demand provide the Auditor with all reasonable co-operation and assistance in relation to each Audit, including:-
19.6.1 all information requested by the Auditor within the scope of the Audit;
19.6.2 reasonable access to sites controlled by the Provider and to equipment used in the provision of the Goods and Services; and
19.6.3 access to the Staff.
19.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the Audit reveals a Material Default by the Provider in which case the Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 ; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one (1) percent of the Management Charge due; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five (5) percent of the Management Charge due; a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4. The Supplier shall at all times during the Term be financially capable of providing the Services and in order for the Authority to satisfy itself of the Supplier’s financial capability to, the Supplier shall provide to the Authority within five (5) Working Days of a request by the Authority: a copy of the Supplier’s final audited accounts statements including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier is not registered with Companies House in the United Kingdom, it shall provide a copy of its annual accounts as appropriate for the country in which it is registered, including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier’s annual accounts have not been audited the Authority may request a copy of the latest Financial Year draft accounts prior to annual accounts being audited. Such draft accounts shall include balancesheets and profit and loss accounts with associated policies and notes to the accounts; and/or a copy of the Supplier’s annual return form AR01 as submitted to Companies House where the Supplier is registered in the Companies House in the United Kingdom. Where the Supplier is not registered with Companies House, it shall forward the equivalent of the information detailed within this Clause 17.10.2 in respect of the appropriate body in the country where it is registered; and/or a copy of the Supplier’s latest forecast accounts including balance sheet and profit and loss accounts with associated policies and notes to the accounts for the financial year following the accounts referred to in Clause 17.10.1 above; and/or a copy of the Supplier’s statement of current borrowing against lending limits and terms including review and renewal dates (including overdrafts, loans and mortgages) and any material changes to the borrowing potential of the Supplier; and/or a copy of the Supplier’s supply chain monitoring process, which should include details of the process for monitoring the financial viability of the supply chain (including timing), together with any known risks to supply chain stability and material changes to the supply chain. This should include extracts from board level meetings, risk registers etc. where any of the above items have been discussed, provided that in respect of any or all of the documents detailed under this Clause 17.10, the Authority reserves the right to require that the Supplier produces the original documents for sighting by the Authority. Provided further that the failure by the Supplier to provide any of the documents under this Clause 17.10 and where the Authority acting reasonably and based on the documents provided by the Supplier under this Clause 17.10, finds that the Supplier is not financially capable of providing the Services, then the Authority shall be entitled to suspend the Supplier’s appointment to provide Services to Contracting Bodies under this Framework Agreement in accordance with Clause 27 (Suspension Of Supplier’s Appointment).
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework AgreementAgreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain maintain, until the later of: seven (7) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Agreement (to expire or terminate; such other longer period date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement Agreement, including the Services provided under it, the Call-Call Off Contracts Agreements entered into with Contracting Bodies Bodies, the Goods and/or Services provided pursuant to the Call Off Agreements, and the amounts paid by each Contracting Body.
17.2 Body under the Call Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 15.1 in accordance with Good Industry Practice.
17.3 Practice and Law. The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Framework Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed Supplier shall, during the period referred to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where requiredClause 15.1, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting BodyBody who is a party to a Call Off Agreement), and/or the Authority's representatives, and/or the National Audit Office and/or auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 be an "AuditorsAuditor") access to the records and accounts referred to in Clause 17.1 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with any of the Authority (or relevant Other Contracting Body or Auditors) Auditors from time to time, in order that the Authority (or relevant Contracting Body or Auditors) Auditor may carry out an inspection inspection, including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 7 (Value for Money); to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide such records the Auditors with all reasonable co-operation and accounts (together with copies assistance in relation to each Audit, including by providing: all information within the scope of the Supplier's published accountsAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and access to the Staff. If an Audit reveals that: the Supplier has committed a material Default; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) on request during of the Term Management Charge due in respect of any Month, then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and for a period expenses incurred in respect of sevencompliance with their obligations under this Clause 15, save as specified in Clause 15.6.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier Service Provider shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier Service Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 . The Supplier Service Provider shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the SupplierService Provider’s management team or by the SupplierService Provider’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a : A representative sample of Orders are clearly identified as Framework Orders in placed during the Term under the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all ; All related invoices are completely and accurately included in the MI returns; and
17.3.4 all and All Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier Service Provider shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor Auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the SupplierService Provider's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier Service Provider (including Sub-ContractorsContractors and Suppliers);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 Service Provider; to review the SupplierService Provider's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the SupplierService Provider's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the SupplierService Provider's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier Service Provider in connection with the provision of the Services; and/or
17.4.7 to review the Service Provider’s compliance with the Business Rules; and/or to ensure that the Supplier Service Provider is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier Service Provider shall provide such records and accounts (together with copies of the SupplierService Provider's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Service Provider or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Service Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: all information requested by the Auditor within the scope of the Audit; reasonable access to any sites controlled by the Service Provider and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Service Provider Staff. If an Audit reveals that the Service Provider has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Service Provider has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4. If an Audit indicates, in the Authority’s sole opinion, that the Service Provider has in delivering the Contingent Labour Services repeatedly failed to comply with the Business Rules then the Service Provider shall where required by the Authority and within such a period as the Authority may specify, produce a Rectification Plan incorporating details of necessary remedial actions, timescales for implementation, associated success metrics and a proposed progress reporting regime. The Rectification Plan shall be subject to Approval by the Authority, which shall not unreasonably be withheld. Following Approval the Service Provider shall implement the Rectification Plan. If the Service Provider fails to produce an acceptable Rectification Plan, or fails to satisfactorily implement an agreed Rectification Plan the Authority shall be entitled to terminate this agreement in accordance with Clause 26.8 [NV: or 26.16). The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default by the Service Provider in which case the Service Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. CONTRACTING BODY SATISFACTION MONITORING The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Service Provider with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Service Provider. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Service Provider shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Service Provider Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without Approval) or used by any Service Provider Staff otherwise than for the purposes of this Framework Agreement. The Service Provider shall ensure that the Service Provider Staff are aware of the Service Provider's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Service Provider Staff comply with the Service Provider's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Service Provider shall procure that members of the Service Provider Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Service Provider shall not, and shall procure that the Service Provider Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes of this Framework Agreement. In the event that any default, act or omission of any Service Provider Staff causes or contributes (or could cause or contribute) to the Service Provider breaching its obligations as to confidentiality under or in connection with this Framework Agreement, the Service Provider shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Service Provider Staff, the Service Provider shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to demonstrate that the Service Provider is taking appropriate steps to comply with this Clause, including copies of any written communications to and/or from Service Provider Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Service Provider Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Service Provider's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; on a confidential basis for the purpose of obtaining professional advice; for the purpose of any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Service Provider hereby acknowledges that all government departments or Contracting Bodies receiving such Service Provider's Confidential Information may further disclose the Service Provider's Confidential Information to other government departments or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Service Provider acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Service Provider fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in writing. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Service Provider undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Service Provider will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Service Provider will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Service Provider's obligations under Clauses 19.1 to 19.5. The Service Provider will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information.
Appears in 1 contract
Samples: Framework Agreement
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 : a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 . The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 ; to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 . The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
Appears in 1 contract
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s Supplier‟s management team or by the Supplier’s Supplier‟s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditor;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Courier Services Framework Agreement
RECORDS AND AUDIT ACCESS.
17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditor;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
Samples: Courier Services Framework Agreement
RECORDS AND AUDIT ACCESS.
17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.Body.
17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice.
17.3 The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that:
17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 all related invoices are completely and accurately included in the MI returns; and
17.3.4 17.3.3 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or AuditorsBody) from time to time, in order that the Authority (or relevant Contracting Body or AuditorsBody) may carry out an inspection including for the following purposes:purposes:
17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) ), and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier;
17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 to review the Supplier's compliance with its security obligations;
17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevenseven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors.
17.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority.
17.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:
17.7.1 all information within the scope of the Audit requested by the Auditor;
17.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and
17.7.3 access to the Supplier Staff.
17.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit.
17.9 If an Audit reveals:
17.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;
17.9.2 a Material Default; and/or
17.9.3 a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 26.4.
17.10 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.
Appears in 1 contract
RECORDS AND AUDIT ACCESS. 17.1 The Supplier shall keep and maintain until seven six (76) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body.
17.2 . The Supplier shall keep the records and accounts referred to in Clause 17.1 above 15.1 in accordance with Good Industry Practice.
17.3 . The Supplier shall provide the Authority with a completed quarterly annual Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm auditor confirming that tests have been completed to provide assurance that:
17.3.1 on a representative sample of Orders to provide assurance that: all Orders are clearly identified as Framework Orders in the Supplier’s order processing/ invoicing systems as Orders under the Framework and where required, Orders are correctly reported in the MI returns;
17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement;
17.3.3 ; all related invoices are completely and accurately included in the MI returns; and
17.3.4 and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable).
17.4 in Schedule 2. The Supplier shall afford each of the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their respective representatives access to the records and accounts referred to in Clause 17.1 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes:
17.4.1 : to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors);
17.4.2 ; to review the integrity, confidentiality and security of the Authority Personal Data held or used by the Supplier;
17.4.3 ; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws;
17.4.4 ; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7;
17.4.5 5 (Value for Money); to review the Supplier's compliance with its security obligations;
17.4.6 ; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or
17.4.7 and to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit".
17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of sevensix (6) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditors; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and reasonable access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 15.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements; a Material Default; and/or a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 15.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 24.3. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 15, save as specified in Clause 15.8.
Appears in 1 contract
Samples: Framework Agreement
