Common use of Records, Audit and Inspection Clause in Contracts

Records, Audit and Inspection. 41.1 The Contractor will, and will procure that its Sub-Contractors will: 41.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the Contractor’s obligations under this Contract and all transactions entered into by the Contractor for the purposes of this Contract (including time-sheets for the Contractor’s personnel where such records are material to the calculation of the Contract Price) (“Records”); and 41.1.2 retain all Records during the Term and for a period of not less than 6 (six) years (or such longer period as may be required by Applicable Law) following termination or expiry of this Contract (“Retention Period”). 41.2 The Authority and any person nominated by the Authority has the right to audit any and all Records at any time during the Retention Period on giving to the Contractor what the Authority considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the Contractor’s performance of the Services (including the Contractor’s technical and organisational security measures as required by Clause 38.8.1.5) and (if applicable) to test the Services to ascertain the conformance of the Services with this Contract. 41.3 For the purposes of exercising its rights under Clause 41.2, the Contractor will provide the Authority and/or any person nominated by the Authority with all reasonable co-operation including: 41.3.1 granting access to any premises, equipment, plant, machinery or systems used in the Contractor’s performance of this Contract and, where such premises, equipment, plant, machinery or systems are not the Contractor’s own, using all reasonable endeavours to procure such access; 41.3.2 ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction of and/or alteration to any Records; 41.3.3 making all Records available for inspection and providing copies of any Records if requested; and 41.3.4 making the Contractor’s personnel available for discussion with the Authority. 41.4 Any audit, inspection and/or testing by the Authority pursuant to Clause 41.2 will not relieve the Contractor (or any of its Sub-Contractors) from any obligation under this Contract or prejudice any of the Authority’s rights, powers or remedies against the Contractor. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. The Contractor will reimburse the Authority’s costs in undertaking any further audits to check the Contractor’s compliance.

Records, Audit and Inspection. 41.1 41.1. The Contractor willSupplier shall, and will shall procure that its Sub-Contractors will: 41.1.1 contractors shall, maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the Contractor’s obligations under this Contract and all transactions entered into by the Contractor Supplier for the purposes of this Contract (including timeAgreement. The Supplier shall and shall procure that its Sub-sheets for the Contractor’s personnel where contractors shall retain all such records are material to the calculation of the Contract Price) (“Records”); and 41.1.2 retain all Records during the Term and for a period of not no less than 6 six (six6) years (or such longer other period as may be required by Applicable Lawlaw) following expiry or earlier termination or expiry of this Contract (“Retention Period”)Agreement. 41.2 41.2. The Authority and any person nominated by the Authority Commissioner has the right to audit any and all Records such records at any time during the Retention Period on giving to performance of this Agreement and during the Contractor what six (6) year period (or such other period as may be required by law) following expiry or earlier termination of this Agreement. 41.3. The Supplier shall allow the Authority considers to be reasonable notice (whether in writing or verbally) and Commissioner’s authorised representatives, at any reasonable time time, to inspect undertake any inspection, audit or check of any aspect of the ContractorSupplier’s performance of the Services (including Services, including, but not limited to, inspection of the ContractorSupplier’s technical and organisational security measures for the protection of Personal Data, as required by Clause 38.8.1.5) and 33 (if applicable) Protection of Personal Data). The Commissioner shall give the Supplier reasonable notice, in writing or verbally, of its intention to test the Services to ascertain the conformance of the Services with undertake an inspection, audit or check under this ContractClause. 41.3 For the purposes of exercising its rights under Clause 41.2, the Contractor will 41.4. The Supplier shall provide the Authority and/or any person nominated by the Authority Commissioner with all reasonable co-operation in relation to any inspection, audit or check including: 41.3.1 41.4.1. granting access to any premises, equipment, plant, machinery or systems used in the ContractorSupplier’s performance of this Contract andAgreement, and where such premises, equipment, plant, machinery or systems are not the ContractorSupplier’s own, using all reasonable endeavours to procure such access; 41.3.2 41.4.2. ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction of and/or alteration to any Recordsdata during the audit; 41.3.3 41.4.3. making all Records any information relating to the performance of the Agreement available for inspection and providing copies of any Records such information if requested; and 41.3.4 making the Contractor’s personnel available for discussion with the Authority. 41.4 Any audit, inspection and/or testing by the Authority pursuant to Clause 41.2 will not relieve the Contractor (or any of its Sub-Contractors) from any obligation under this Contract or prejudice any of the Authority’s rights, powers or remedies against the Contractor. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. The Contractor will reimburse the Authority’s costs in undertaking any further audits to check the Contractor’s compliance.

Records, Audit and Inspection. 41.1 18.1 The Contractor willService Provider shall, and will shall procure that its Subsub-Contractors willcontractors shall: 41.1.1 18.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the ContractorService Provider’s obligations under this Agreement and the relevant Call-Off Contract and all transactions entered into by the Contractor Service Provider for the purposes of this Contract Agreement (including time-sheets for the ContractorService Provider’s personnel Personnel where such records are material to the calculation of the Contract PriceCharges) (“Records”); and; 41.1.2 18.1.2 retain all Records during the Term and Call-Off Term and for a period of not less than 6 (six) years (or such longer period as may be required by Applicable Lawlaw) following termination or expiry of this Agreement or relevant Call- Off Contract (“Retention Period”). 41.2 The Authority 18.2 TfL and any person nominated by the Authority TfL has the right to audit any and all Records at any time during the Retention Period on giving to the Contractor what the Authority considers to be Service Provider reasonable notice (whether in writing or verbally) and at any reasonable time during the ordinary hours of the Service Provider’s business on a Business Day to inspect any aspect of the ContractorService Provider’s performance of the Services (and the Service Provider shall give all reasonable assistance to TfL or its nominee in conducting such inspection, including the Contractor’s technical making available documents and organisational security measures as required by Clause 38.8.1.5) and (if applicable) to test the Services to ascertain the conformance of the Services with this Contractstaff for interview. 41.3 For the purposes of exercising its rights under Clause 41.218.3 The Service Provider shall, on a quarterly basis in arrears, the Contractor will provide first quarter commencing on the Authority and/or any person nominated by Agreement Commencement Date, submit a report to TfL detailing:- 18.3.1 the Authority with all reasonable co-operation including: 41.3.1 granting access % amount of recycled material within the Products supplied to any premises, equipment, plant, machinery or systems used in TfL where this information is made available to the Contractor’s performance of this Contract and, where such premises, equipment, plant, machinery or systems are not the Contractor’s own, using all reasonable endeavours to procure such accessService Provider; 41.3.2 ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction 18.3.2 the quantity of and/or alteration to any Records; 41.3.3 making all Records available for inspection and providing copies of any Records if requestedProducts purchased; and 41.3.4 making 18.3.3 the Contractor’s personnel available for discussion with the Authority. 41.4 Any audit, inspection and/or testing by the Authority pursuant to Clause 41.2 will not relieve the Contractor (or any of its Sub-Contractors) from any obligation under this Contract or prejudice any quantity of the Authority’s rights, powers or remedies against the ContractorProducts that are recycled and/or re-used. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. The Contractor will reimburse the Authority’s costs in undertaking any further audits to check the Contractor’s compliance.

Records, Audit and Inspection. 41.1 18.1 The Contractor willService Provider shall, and will shall procure that its Subsub-Contractors willcontractors shall: 41.1.1 18.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the ContractorService Provider’s obligations under this Agreement and the relevant Call-Off Contract and all transactions entered into by the Contractor Service Provider for the purposes of this Agreement and the relevant Call-Off Contract (including time-sheets for the ContractorService Provider’s personnel Personnel where such records are material to the calculation of the Contract PriceCharges) (“Records”); and 41.1.2 18.1.2 retain all Records during the Term and Call-Off Term and for a period of not less than 6 (six) years (or such longer period as may be required by Applicable Lawlaw), except Records containing Personal Data (as defined in section 1(1) of the Data Protection Act 1998) which shall only be retained for as long as necessary following termination or expiry of this Agreement or relevant Call-Off Contract (“Retention Period”). 41.2 18.2 The Authority and any person nominated by the Authority has the right to audit any and all Records at any time during the Retention Period on giving to the Contractor Service Provider what the Authority considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the ContractorService Provider’s performance of the Services (including the Contractor’s technical and organisational security measures as required by compliance with Clause 38.8.1.514.1) and (if applicable) the Service Provider shall give all reasonable assistance to test the Services to ascertain the conformance Authority or its nominee in conducting such inspection, including making available documents and staff for interview. 18.3 Should any audit or inspection of the Services with this Contract. 41.3 For the purposes of exercising its rights under Clause 41.2, the Contractor will provide the Authority and/or any person nominated Records by the Authority with reveal that the Authority has been overcharged the Service Provider shall reimburse to the Authority the amount of the overcharge within 7 days. 18.4 The Service Provider will afford to the Authority all reasonable co-operation including: 41.3.1 granting access to any premises, equipment, plant, machinery or systems used assistance in the Contractor’s performance carrying out of this Contract and, where such premises, equipment, plant, machinery or systems are not the Contractor’s own, using all reasonable endeavours to procure such access; 41.3.2 ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction of and/or alteration to any Records; 41.3.3 making all Records available for inspection and providing copies of any Records if requested; and 41.3.4 making the Contractor’s personnel available for discussion with the Authority. 41.4 Any audit, inspection and/or testing by whilst the Authority pursuant to Clause 41.2 and its auditor will not relieve ensure that any information obtained in the Contractor (or any of its Sub-Contractors) from any obligation under this Contract or prejudice any course of the Authority’s rights, powers or remedies against audit concerning the ContractorService Provider's business is kept in the strictest confidence and not used for any purpose other than the proper conduct of the audit. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. The Contractor will reimburse the Authority’s costs in undertaking any further audits to check the Contractor’s compliance.

Records, Audit and Inspection. 41.1 16.1 The Contractor willshall, and will shall procure that its Sub-Contractors willshall: 41.1.1 16.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the Contractor’s obligations under this Contract and all transactions entered into by the Contractor for the purposes of this Contract (including time-sheets for the Contractor’s personnel Personnel where such records are material to the calculation of the Contract Priceany sums due under this Contract) (“Records”); andRecords”);and 41.1.2 16.1.2 retain all Records during the Term term of this Contract and for a period of not less than 6 six (six6) years (or such longer period as may be required by Applicable Lawlaw) following termination or expiry of this Contract (“Retention Period”). 41.2 16.2 The Authority and any person nominated by the Authority has the right to audit any and all Records at any time during the Retention Period on giving to the Contractor what the Authority considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the Contractor’s performance of the Services (including compliance with Clause 12 (Compliance with Policies and Laws)). The Authority shall use reasonable endeavours to co-ordinate its audits and to manage the Contractor’s technical number, scope, timing and organisational security measures method of undertaking audits so as required by Clause 38.8.1.5) and (if applicable) to test ensure that the Services to ascertain Contractor is not, without due cause, disrupted or delayed in the conformance performance of the Services with its obligations under this Contract. 41.3 16.3 The Contractor grants to the Authority and its agents the right, at any time, on two (2) Business Days’ notice, to audit and/or test the security and robustness of the Services and/or the Contractor’s compliance with the TfL Group’s requirements on security, data integrity and protection against breach of confidentiality. Such audits and tests may include penetration testing and ethical hacking and the Contractor grants consent for such tests and audits to be performed notwithstanding any provisions contained within the Computer Mixxxx Xxx 0000 xr the Police and Justice Acx 0000. In view of the fact that such audits and testing may be intended to simulate a criminal attack, the Contractor agrees not to take any action against the TfL Group or its agents performing the audits or tests and that the TfL Group and their agents shall not be responsible or liable for any loss, damage, expenses or claims incurred by the Contractor as a result of such tests or audits, including any loss or damage caused to the Contractor’s systems or the Contractor’s business or any third party claims brought against the Contractor relating to or arising out of such tests or audits except to the extent that it would be unlawful for the Authority not to be responsible or liable. The Contractor agrees to indemnify the TfL Group and its agents against any loss, damage or expenses that the TfL Group or its agents may incur by reason of claims, actions, demands or proceedings brought against the TfL Group or its agents by third parties, including the Contractor’s suppliers, arising out of or in connection with such audits or tests. 16.4 For the purposes of exercising its rights under Clause 41.2Clauses 16.2 and 16.3, the Contractor will shall provide the Authority and/or any person nominated by the Authority with all reasonable co-operation including: 41.3.1 16.4.1 granting access to any premises, equipment, plant, machinery or systems used in the Contractor’s performance of this Contract andContract, and where such premises, equipment, plant, machinery or systems are not the Contractor’s own, using all reasonable endeavours to procure such access; 41.3.2 16.4.2 ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction of and/or alteration to any Records; 41.3.3 16.4.3 making all Records available for inspection and providing copies of any Records if requested; and 41.3.4 16.4.4 making the Contractor’s personnel Personnel available for discussion with the Authority. 41.4 16.5 Any audit, inspection and/or testing by the Authority pursuant to Clause 41.2 will 16.3 shall not relieve the Contractor (or any of its Sub-Contractors) Contractors from any obligation under this Contract or prejudice any of the AuthorityTfL Group’s rights, powers or remedies against the Contractor. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. 16.6 The Contractor will reimburse shall promptly, to the Authorityextent reasonably possible in each particular circumstance, comply with the TfL Group’s costs reasonable requests for access to senior personnel engaged in undertaking any further audits to check the Contractor’s complianceperformance of the Services. 16.7 This Clause 16 shall survive termination of this Contract.

Records, Audit and Inspection. 41.1 20.1 The Contractor will, and will procure that its Sub-Contractors willService Provider shall: 41.1.1 (A) maintain a complete and correct set of records pertaining to of all activities relating to the performance of the Services and the ContractorService Provider’s obligations under this Contract Agreement, including, without limitation, detailed financial records including records relating to monies recovered from Customers, sums due to TfL, sums paid to TfL, Enforcement Fees due, Enforcement Fees recovered and all transactions entered into by the Contractor for the purposes of this Contract (including time-sheets for the Contractor’s personnel where such records are material any sums repaid to the calculation of the Contract Price) (“Records”)Customers; and 41.1.2 (B) retain all Records during the Term and such records for a period of not less than 6 six (six6) years (or such longer period as may be required prescribed by Applicable Law) following the termination or expiry of this Contract (“Retention Period”)Agreement. 41.2 The Authority and any person 20.2 TfL or its nominated by the Authority has representative shall have the right to audit any and all Records at any time during the Retention Period period of not less than six (6) years (or such other period as may be prescribed by Law) on giving reasonable notice to visit the Service Provider’s premises and audit and inspect all computer systems, records, reports, information and procedures of the Service Provider which relate to the Contractor what the Authority considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect provision of the ContractorServices to verify compliance with the requirements of this Agreement. 20.3 The Service Provider shall, at no cost to TfL, promptly and fully co-operate, and procure that its Personnel shall promptly and fully co-operate, with TfL in relation to any inspection, audit or check carried out pursuant to this Agreement including (without limitation): (A) granting or procuring the grant of access to any premises, computer systems, vehicles or equipment used in the Service Provider’s performance of this Agreement; (B) facilitating observation of the performance of the Services (including the Contractor’s technical Enforcement Action) in accordance with applicable Debt Recovery Law and organisational security measures as required by Clause 38.8.1.5) Health and (if applicable) to test the Services to ascertain the conformance of the Services with this Contract. 41.3 For the purposes of exercising its rights under Clause 41.2, the Contractor will provide the Authority and/or any person nominated by the Authority with all reasonable co-operation including: 41.3.1 granting access to any premises, equipment, plant, machinery or systems used in the Contractor’s performance of this Contract and, where such premises, equipment, plant, machinery or systems are not the Contractor’s own, using all reasonable endeavours to procure such accessSafety Legislation; 41.3.2 ensuring that appropriate security systems are in place (C) making the records required to prevent unauthorised access to, extraction of and/or alteration to any Records; 41.3.3 making all Records be maintained under this Agreement available for inspection and providing a reasonable number of copies of any Records such records if requestedrequired; and 41.3.4 making the Contractor’s personnel available for discussion with the Authority.(D) providing all requested support at its own facilities to TfL or its nominated representative in relation to any inspection, audit or check and allowing them use of suitable office accommodation if necessary. Bailiff Services Agreement 41.4 Any 20.4 The Service Provider shall procure that each Sub-Contract into which it enters shall contain: (A) equivalent rights of audit, inspection and/or testing by and access in favour of TfL or its nominated representative; and (B) equivalent obligations on the Authority pursuant to Clause 41.2 will not relieve the Contractor (or any of its relevant Sub-Contractors) from any obligation under this Contract or prejudice any of the Authority’s rights, powers or remedies against the Contractor. 41.5 If as a result of any audit, inspection and/or testing pursuant to Clause 41.2 the Authority is not satisfied that the Services are conforming or will conform in all respects with this Contract and the Authority so informs the Contractor, the Contractor will take all steps necessary to ensure conformance. The Contractor will reimburse the Authority’s costs in undertaking any further audits to check the Contractor’s compliance.