Common use of Records, Audit and Inspection Clause in Contracts

Records, Audit and Inspection. 17.1 The Concessionaire shall, and shall procure that its sub-contractors shall: 17.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services and the Concessionaire’s (and its subcontractors’) obligations under the Contract (and any related subcontract) including all transactions entered into by the Concessionaire and/or its subcontractors for the purposes of or pursuant to the Contract and including records of all data created by the Concessionaire and its subcontractors pursuant to its and their performance of the Contract or any relevant subcontracted obligations relating to the Contract (“Records”); and 17.1.2 retain all Records during the Term and for a period of not less than 6 years (or such longer period as may be required by 17.2 From the Service Commencement Date, the Concessionaire shall provide quarterly and annual management accounts to TfL, within 30 days of the end of each quarter or year as applicable, in relation to and specifically for the operation of this Contract (“Management Accounts”). 17.3 The Concessionaire will provide (and will procure that each of its subcontractors will provide) TfL and any person nominated by TfL with the right to audit the Management Accounts and any and all Records of the Concessionaire and each of its subcontractors (to the extent that those Records relate to the performance, monitoring or management of the Contract or any related subcontract) at any time during the Retention Period on giving to the Concessionaire ( or any subcontractor as the case may be) what TfL considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the Concessionaire’s performance of the Services (including compliance with Clause 13.1) and/or the performance of any subcontractor related to the Contract. The Concessionaire shall give (and shall procure that each of its subcontractors shall give) all reasonable assistance to TfL or its nominee in conducting such inspection, including making available documents and staff for interview. Without prejudice to the generality of the foregoing, TfL may conduct an annual audit to ensure that the Concessionaire is complying fully with its obligations under this Contract (and that each subcontractor is complying with its obligations relating to any subcontract elating to this Contract) and the Concessionaire will provide (and will procure that each subcontractor provides) full assistance and access to Records, personnel and property (in each case to the extent that such Records personnel and property relate to the performance, management or operation of the Contract or any related subcontract) to enable TfL and/or its nominated persons to undertake such audit.

Records, Audit and Inspection. 17.1 The Concessionaire 9.1 Each Scheme Partner that continues to have primary responsibility for maintenance of any Scheme Partner Charge Point (being where primary responsibility for maintenance obligations have not been to the Scheme Operator pursuant to Appendix 6) shall, and shall procure that its sub-contractors shall: 17.1.1 9.1.1 maintain a complete and correct set of records pertaining to all activities relating to the performance of the Services Scheme and the Concessionairethat Scheme Partner’s (and its subcontractors’) obligations under the Contract (Agreement and any related subcontract) including all transactions entered into by the Concessionaire and/or its subcontractors that Scheme Partner for the purposes of or pursuant the Agreement (including a breakdown of all maintenance works and data management services where such records are material to the Contract and including records of all data created by the Concessionaire and its subcontractors pursuant to its and their performance calculation of the Contract or any relevant subcontracted obligations relating to the Contract Maintenance Costs and Data Management Costs ) (“Records”); and 17.1.2 9.1.2 retain all Records during for the Term duration of its participation in the Agreement and for a period of not less than 6 six (6) years (or such longer period as may be required by 17.2 From the Service Commencement Date, the Concessionaire shall provide quarterly and annual management accounts to TfL, within 30 days by law) following termination of the end of each quarter or year as applicable, in relation to and specifically for the operation of this Contract Agreement (“Management AccountsRetention Period”). 17.3 The Concessionaire will provide (and will procure that each 9.2 For the purposes of its subcontractors will provide) TfL verifying Maintenance Costs, the Scheme Operator and any person nominated by TfL with the Scheme Operator has the right to audit the Management Accounts and any and all Records of Records, maintained by the Concessionaire and each of its subcontractors (Scheme Partner pursuant to the extent that those Records relate to the performanceCondition 9.1 above, monitoring or management of the Contract or any related subcontract) at any time during the Retention Period on giving to a Scheme Partner what the Concessionaire ( or any subcontractor as the case may be) what TfL Scheme Operator considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect of the Concessionairethat Scheme Partner’s performance of its obligations under the Services (including compliance with Clause 13.1) and/or Agreement and the performance of any subcontractor related to the Contract. The Concessionaire Scheme Partner shall give (and shall procure that each of its subcontractors shall give) all reasonable assistance to TfL the Scheme Operator or its nominee in conducting such inspection, including making available documents and staff for interview. Without . 9.3 The Scheme Operator shall, in respect of its activities relating to the Scheme: 9.3.1 maintain a complete and correct set of records pertaining to its obligations under the Agreement and retain such records for the duration of its participation in this Agreement and for a period of not less than six (6) years (or such other period as may be required by applicable law or any regulatory body, including but not limited to the Information Commissioner's Office) following termination of the Agreement; and 9.3.2 shall (without prejudice to the generality of the foregoing, TfL may conduct an annual audit to ensure that the Concessionaire is complying fully with its obligations under this Contract (and that each subcontractor is complying with its obligations relating pursuant to any subcontract elating Condition 13 in relation to this ContractFOI Legislation) and the Concessionaire will provide (and will procure that each subcontractor provides) full assistance and access to Records, personnel and property (in each case make available to the extent that such Records personnel and property relate to Scheme Partner the performance, management or operation of the Contract or any related subcontract) to enable TfL and/or its nominated persons to undertake such auditinformation as identified in Condition 2.1.2.

Records, Audit and Inspection. 17.1 20.1 The Concessionaire shall, and shall procure that its sub-contractors Service Provider shall: 17.1.1 (A) maintain a complete and correct set of records pertaining to of all activities relating to the performance of the Services and the ConcessionaireService Provider’s (and its subcontractors’) obligations under the Contract (this 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 any related subcontract) including all transactions entered into by the Concessionaire and/or its subcontractors for the purposes of or pursuant sums repaid to the Contract and including records of all data created by the Concessionaire and its subcontractors pursuant to its and their performance of the Contract or any relevant subcontracted obligations relating to the Contract (“Records”)Customers; and 17.1.2 (B) retain all Records during the Term and such records for a period of not less than 6 six (6) years (or such longer period as may be required by 17.2 From prescribed by Law) following the Service Commencement Date, the Concessionaire shall provide quarterly and annual management accounts to TfL, within 30 days of the end of each quarter termination or year as applicable, in relation to and specifically for the operation expiry of this Contract (“Management Accounts”)Agreement. 17.3 The Concessionaire will provide (and will procure that each of 20.2 TfL or its subcontractors will provide) TfL and any person nominated by TfL with representative shall have the right to audit the Management Accounts and any and all Records of the Concessionaire and each of its subcontractors (to the extent that those Records relate to the performance, monitoring or management of the Contract or any related subcontract) 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 Concessionaire ( or any subcontractor as the case may be) what TfL considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect any aspect provision of the ConcessionaireServices 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 compliance Enforcement Action) in accordance with Clause 13.1applicable Debt Recovery Law and Health and Safety Legislation; (C) and/or making the performance records required to be maintained under this Agreement available for inspection and providing a reasonable number of copies of such records if required; and (D) providing all requested support at its own facilities to TfL or its nominated representative in relation to any subcontractor related to the Contract. inspection, audit or check and allowing them use of suitable office accommodation if necessary. 20.4 The Concessionaire shall give (and Service Provider shall procure that each Sub-Contract into which it enters shall contain: (A) equivalent rights of its subcontractors shall give) all reasonable assistance to audit, inspection and access in favour of TfL or its nominee in conducting such inspection, including making available documents and staff for interview. Without prejudice to nominated representative; and (B) equivalent obligations on the generality of the foregoing, TfL may conduct an annual audit to ensure that the Concessionaire is complying fully with its obligations under this Contract (and that each subcontractor is complying with its obligations relating to any subcontract elating to this Contract) and the Concessionaire will provide (and will procure that each subcontractor provides) full assistance and access to Records, personnel and property (in each case to the extent that such Records personnel and property relate to the performance, management or operation of the Contract or any related subcontract) to enable TfL and/or its nominated persons to undertake such auditrelevant Sub-Contractor.

Records, Audit and Inspection. 17.1 23.1 The Concessionaire shallSupplier will, and shall will procure that its sub-contractors shall: 17.1.1 and sub-suppliers will, maintain a complete true and correct set of documents and records including personnel and training records pertaining to all activities relating to the their performance of the Services and the Concessionaire’s (and its subcontractors’) obligations under or compliance with the Contract (and any related subcontract) including a complete and orderly documentary record of all transactions entered into by the Concessionaire and/or its subcontractors Supplier for the purposes of or pursuant to the Contract including copies of any Documentation generated by or in the possession of the Supplier, all sub-contracts and including records of all data created such other information reasonably required by the Concessionaire Contract Manager or by LUL or specified in the Contract. The Supplier agrees, and will procure that its subcontractors pursuant sub-contractors and sub-suppliers agree to its maintain and their performance of retain the Contract or any relevant subcontracted obligations relating to the Contract (“Records”); and 17.1.2 retain all Records during the Term and Documentation for a period of not less than 6 twelve years (or such other longer period as may be required by law) after completion of performance under the Contract. The Company and LUL or any authorised representative of either of them will have the right to audit any and all such records at any time during performance of the Contract and during the twelve year period (or such longer period as may be required byby law) following completion of performance under the Contract. 17.2 From 23.2 The Company and/or LUL or any authorised representative of either of them or of a third party authorised by either the Service Commencement Date, the Concessionaire shall provide quarterly Company or LUL may from time to time and annual management accounts to TfL, within 30 days without prior warning undertake any inspection of the end of each quarter or year as applicable, in relation to Supply and specifically for the operation of this Contract (“Management Accounts”). 17.3 The Concessionaire will provide (and will procure that each of its subcontractors will provide) TfL and any person nominated by TfL with shall have the right to audit the Management Accounts any or check any and all information and any and all Records of the Concessionaire information and each of its subcontractors (any documents and records regarding any matter related to the extent that those Records relate to the performance, monitoring Supplier‟s or management any sub-contractor‟s or sub-supplier‟s performance of or compliance with the Contract or any related subcontract) at any time during the Retention Period on giving to the Concessionaire ( or any subcontractor as the case may be) what TfL considers to be reasonable notice (whether in writing or verbally) and at any reasonable time to inspect including without limitation any aspect of the Concessionaire’s Supplier‟s or sub-contractor‟s or sub-supplier‟s operations costs and expenses sub-contracts claims related to variations and financial arrangements. The Company or LUL may in its or their absolute discretion but will not be obliged to inform the Supplier of the objective of the audit prior to its commencement. 23.3 The Supplier will, and will ensure that any sub-contractor or sub-supplier will, promptly provide all reasonable co- operation in relation to any inspection, audit or check including: 23.3.1 granting access to any premises, materials, equipment, (including all computer hardware, software and databases) plant machinery or systems used (whether exclusively or non exclusively) in the Supplier‟s and/or any sub-contractor‟s or sub-supplier‟s performance of the Services Contract, or where such premises, materials, equipment, plant, machinery or systems are not the Supplier‟s own, using reasonable endeavours to procure such access; 23.3.2 ensuring that appropriate security systems are in place to prevent unauthorised access to, extraction of and/or alteration to data during the audit; 23.3.3 making any contracts, other documents and records referred to in Clause 23.1 above (including whether exclusively or non exclusively) available for inspection; 23.3.4 providing a reasonable number of copies of any contracts, other documents or records referred to in Clause 23.1 above required by the auditor and/or granting copying facilities to the auditor for the purposes of making such copies; 23.3.5 providing such auditors with such office space, telephones, reasonable facilities and interviews with personnel engaged in the Supplier‟s performance of or compliance with the Contract at each site as are reasonably required to enable such auditors to perform each audit properly in accordance with this Clause 13.1) and/or 23; 23.3.6 permitting such auditors to bring personal computers on to sites; and 23.3.7 complying with LUL‟s and the Company‟s reasonable requests for access to senior personnel engaged in the performance of the Contract. 23.4 Any audit referred to in this Clause 23 shall be conducted on an open book basis. The Supplier shall undertake any subcontractor related obligations and exercise any rights which relate to the performance of the Contract on an open book basis. 23.5 The Supplier shall comply with all of its obligations under the Data Protection Act 1998 (“DPA”) and if processing personal data shall only carry out such processing for the purposes of supplying or installing the Materials and/or providing the Services in accordance with the Contract. The Concessionaire For the purposes of this Clause 23.5, the words “processing” and “personal data” shall give (and shall procure that each of its subcontractors shall give) all reasonable assistance have the meaning attributed to TfL or its nominee such words in conducting such inspection, including making available documents and staff for interview. Without prejudice to the generality of the foregoing, TfL may conduct an annual audit to ensure that the Concessionaire is complying fully with its obligations under this Contract (and that each subcontractor is complying with its obligations relating to any subcontract elating to this Contract) and the Concessionaire will provide (and will procure that each subcontractor provides) full assistance and access to Records, personnel and property (in each case to the extent that such Records personnel and property relate to the performance, management or operation of the Contract or any related subcontract) to enable TfL and/or its nominated persons to undertake such auditDPA.