Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. 15.1. The Supplier shall keep and maintain, until the later of: 15.1.1. seven (7) years after the date of termination or expiry of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire or terminate; 15.1.3. 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 Goods and/or Services provided pursuant to the Call Off Agreements, and the amounts paid by each Contracting Body under the Call Off Agreements. 15.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 in accordance with Good Industry Practice and Law. 15.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body 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 "Auditor") access to the records and accounts referred to in Clause 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 Auditors from time to time, in order that the Auditor may carry out an inspection, including for the following purposes: 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); 15.4.2. to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 15.4.3. to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 15.4.4. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or 15.4.7. to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call Off Agreement. 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 Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;

RECORDS AND AUDIT ACCESS. 15.138.1. The Supplier shall keep and maintain, until the later of: 15.1.1. maintain for seven (7) years after the date of expiry or earlier termination or expiry (for whatever reason) of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire Contract (or terminate; 15.1.3. such other date as long a period as may be agreed between the Parties, ) full and accurate records and accounts (including but not limited to Open Book Data) of the operation of this Framework Agreement, Call Off Contract including the Call Off Agreements entered into with Contracting Bodies, the Goods and/or Services provided pursuant to the Call Off Agreementsunder it, any Sub-Contracts and the amounts paid by each Contracting Body under the Call Off AgreementsCustomer. 15.238.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 38.1 above in accordance with Good Industry Practice and Law. 15.338.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), 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 (each of whom shall for the purposes of this Clause 15 38 be an "“Auditor"”) access to the records and accounts referred to in Clause 15.1 38.1 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 Auditors from time to timetime during the Call Off Contract Period and the period specified in Clause 38.1, in order that the Auditor Auditor(s) may carry out an inspection, inspection including for the following purposes: 15.4.138.3.1. to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Framework AgreementCall Off Contract), and/or ; 38.3.2. to verify the accuracy of the Rebate; 38.3.3. to verify the costs of the Supplier (including the costs of all Sub- Contractors), Merchants and any other third party suppliers) in connection with the provision of the Services; 15.4.238.3.4. to verify the Open Book Data; 38.3.5. to review the integrity, confidentiality and security of the Personal Customer Data held or used by the Supplier; 15.4.338.3.6. to review the Supplier's ’s and each Sub-Contractor’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other applicable Laws; 15.4.438.3.7. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money)) and Clause 17 (Continuous Improvement) of this Call Off Contract; 15.4.538.3.8. to review the Supplier's compliance with its security obligationsobligations set out in Clause 28 (Security and Protection of Information); 15.4.638.3.9. to review any books of accounts account kept by the Supplier in connection with the provision of the Goods and/or Services; 38.3.10. 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; 38.3.11. to review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; 38.3.12. to review the Supplier’s compliance with the Standards; 38.3.13. verify the accuracy and completeness of any information delivered or required by this Call Off Contract including but not limited to Contracting Body Management Information; 38.3.14. 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 15.4.738.3.15. to ensure that the Supplier is complying with its any other obligations under this Framework Agreement and any Call Off AgreementContract. 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 Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;

RECORDS AND AUDIT ACCESS. 15.1. The Supplier shall keep and maintain, until the later of: 15.1.1. seven (7) years after the date of termination or expiry of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire or terminate; 15.1.3. 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 Goods and/or Services provided pursuant to the Call Off Agreements, and the amounts paid by each Contracting Body under the Call Off Agreements. 15.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 in accordance with Good Industry Practice and Law. 15.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body 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 "Auditor") access to the records and accounts referred to in Clause 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 Auditors from time to time, in order that the Auditor may carry out an inspection, including for the following purposes: 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- Sub-Contractors); 15.4.2. to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 15.4.3. to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 15.4.4. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or 15.4.7. to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call Off Agreement. 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 Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;