Common use of Relief Events Clause in Contracts

Relief Events. ‌ 13.1 Notwithstanding any other provision of this Agreement, if the Contractor has failed to provide the Services and/or comply with its obligations under this Agreement (each a "Contractor Non-Performance"), and can demonstrate that a DCC Cause contributed to the Contractor Non-Performance, then (subject to the Contractor fulfilling its obligations in this Clause 13):-‌ 13.1.1 the Contractor shall not be treated as being in breach of this Agreement to the extent the Contractor can demonstrate that the Contractor Non- Performance was caused by the DCC Cause; and 13.1.2 the DCC shall not be entitled to exercise any rights that may arise as a result of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.1. 13.2 In order to claim any of the relief referred to in Clause 13.1, the Contractor shall as soon as reasonably practicable (and in any event within five (5) Business Days) after becoming aware of the DCC Cause, or that a DCC Cause is reasonably likely to arise which may result in a Contractor Non-Performance, give the DCC notice (a "Relief Notice") setting out details of:-‌ 13.2.1 the DCC Cause and its effect, or likely effect, on the Contractor's ability to meet its obligations under this Agreement; 13.2.2 any steps which the DCC can take to eliminate or mitigate the consequences and impact of such DCC Cause; and 13.2.3 the relief claimed by the Contractor. 13.3 Following the receipt of a Relief Notice, the DCC shall as soon as reasonably practicable consider the nature of the Contractor Non-Performance and the alleged DCC Cause and whether it agrees with the Contractor's assessment set out in the Relief Notice as to the effect of the relevant DCC Cause and its entitlement to relief, consulting with the Contractor where necessary. 13.4 The Contractor shall use all reasonable endeavours, at DCC’s cost, to eliminate or mitigate the consequences and impact of the DCC Cause.

Relief Events. ‌ 13.1 Notwithstanding any other (a) The Supplier shall only be relieved of its obligation to perform its obligations pursuant to this Agreement (including the provision of this Agreement, if the Contractor has failed to provide the Services and/or comply the Deliverables and compliance with its obligations under this Agreement (each a "Contractor Non-Performance"), any particular timetables or milestones) if and can demonstrate that a DCC Cause contributed to the Contractor Nonextent: (i) the Supplier's non-Performance, then performance results directly from a Relief Event; (subject ii) the Supplier uses Reasonable Endeavours to mitigate the Contractor fulfilling its obligations in this Clause 13):-‌ 13.1.1 Relief Event and to perform the Contractor shall not be treated as being in breach of this Agreement to Services notwithstanding the extent the Contractor can demonstrate that the Contractor Non- Performance was caused by the DCC CauseRelief Event; and 13.1.2 (iii) the DCC shall not be entitled to exercise any rights that may arise as a result Supplier immediately notifies HSBC's Global Head of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.1. 13.2 In order to claim any of the relief referred to in Clause 13.1, the Contractor shall Learning Operations as soon as reasonably practicable (and in any event within five (5) Business Days) after becoming the Supplier becomes aware of the DCC Cause, or that Relief Event via a DCC Cause is reasonably likely notice of the relevant failure to arise which may result in a Contractor Non-Performance, give the DCC notice perform an HSBC Requirement (a "Relief Notice"). (b) setting out details of:-‌Such Relief Notice shall specify the following information: 13.2.1 (i) the DCC Cause and its effect, or likely effect, on the Contractor's ability to meet its obligations under this Agreementaffected Services; 13.2.2 any steps which (ii) the DCC can take to eliminate cause(s) of the delay or mitigate interruption; and RESTRICTED – Further Amended and Restated Global Outsourcing Services Agreement 41 HSBC Global Services (UK) Limited/GP Strategies Limited Further Amended and Restated Global Outsourcing Services Agreement ¨ 2018 (iii) details of the consequences and impact extent of such DCC Cause; and 13.2.3 the relief claimed by the Contractorlikely delay or interruption. 13.3 Following (c) Relief Notices shall only bind HSBC when it has confirmed in writing that it accepts the receipt contents of the particular Relief Notice. Any dispute as to any submitted Relief Notice shall be submitted for resolution in accordance with the clause 26 (Disputes).Notwithstanding the submission of a Relief Notice, the DCC Supplier shall perform and/or recommence performance of the affected Services as soon as reasonably practicable consider possible. (d) The provisions of clause 17.2(a) are the nature Supplier's exclusive remedy for any Relief Event. (e) Without prejudice to clause 17.2(d) and the Supplier's obligations under the Agreement, the Supplier will notify HSBC in writing immediately on becoming aware that it will be unable to perform, or has not performed, its obligations in accordance with the terms of the Contractor Non-Performance Agreement (an Early Warning Notice). The Early Warning Notice shall provide as much detail as is reasonably available to the Supplier so as to describe the affected elements of its obligations, the reason for the disruption and the alleged DCC Cause steps the Supplier will undertake to prevent the disruption and/or mitigate the effects of the disruption. The Supplier will provide regular status updates and whether it agrees with the Contractor's assessment set out will, in any event, immediately notify HSBC in the Relief event of a material change in circumstances. Unless agreed in writing by HSBC by express reference to clause 41.4 (Waiver) and 41.5 (Cumulative Nature of Remedies) the service and/or receipt of an Early Warning Notice as to shall not absolve the effect Supplier of any responsibility or release the relevant DCC Cause and its entitlement to relief, consulting with the Contractor where necessarySupplier of any obligations. 13.4 The Contractor shall use all reasonable endeavours, at DCC’s cost, to eliminate or mitigate the consequences and impact of the DCC Cause.

Relief Events. ‌ 13.1 12.1 Notwithstanding any other provision of this Agreement, if the Contractor has failed to provide the Services Services, failed to Achieve a Milestone by its Milestone Date and/or failed to comply with its obligations under this this‌ Agreement (each a "Contractor Non-Performance"), and can demonstrate that a DCC Cause contributed to the Contractor Non-PerformancePerformance would not have occurred but for a DCC Cause or Other Service Provider Cause, then (subject to the Contractor fulfilling its obligations in this Clause 13):-‌12): 13.1.1 12.1.1 the Contractor shall not be treated as being in breach of this Agreement to the extent the Contractor can demonstrate that the Contractor Non- Performance was caused by the DCC Cause or Other Service Provider Cause; and 13.1.2 12.1.2 the DCC shall not be entitled to exercise any rights that may arise as a result of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.147.1; and 12.1.3 the Contractor shall continue to perform the Services to the extent possible in absence of the performance of the relevant DCC Responsibility or the obligation giving rise to the Other Service Provider Cause. 13.2 12.2 In order to claim any of the relief referred to in Clause 13.112.1, the Contractor shall shall: 12.2.1 as soon as reasonably practicable (and in any event within five ten (510) Business Days) after becoming aware of the DCC Cause or Other Service Provider Cause, or that a DCC Cause or Other Service Provider Cause is reasonably likely to arise which may result in a Contractor Non-Performance, give the DCC written notice of its intention to service a Relief Notice; and‌ 12.2.2 as soon as reasonable practice (and in any event within three (3) Business Days) of the date of the written notice pursuant to Clause 12.2.1, give the DCC further written notice (a "Relief Notice") setting out details of:-‌of: 13.2.1 (a) the Contractor Non-Performance; (b) the DCC Cause or Other Service Provider Cause and its effect, or likely effect, on the Contractor's ability to meet its obligations under this Agreement; 13.2.2 (c) any steps which the DCC can take to eliminate or mitigate the consequences and impact of such DCC Cause or Other Service Provider Cause; and; 13.2.3 (d) the relief claimed by the Contractor. 13.3 12.3 Following the receipt of a Relief Notice, the DCC shall as soon as reasonably practicable consider the nature of the Contractor Non-Non- Performance and the alleged DCC Cause or Other Service Provider Cause and whether it agrees with the Contractor's assessment set out in the Relief Notice as to the effect of the relevant DCC Cause or Other Service Provider Cause and its entitlement to relief, consulting with the Contractor where necessary. In the event that the DCC and the Contractor are unable to agree as to the alleged DCC Cause or Other Service Provider Cause, such disagreement shall be submitted to the Dispute Resolution Procedure. 13.4 12.4 The Contractor Parties shall use all reasonable endeavours, at DCC’s cost, endeavours to eliminate or mitigate the consequences and impact of the DCC Cause or Other Service Provider Cause, including under circumstances where an alleged DCC Cause or Other Service Provider Cause is in dispute and has been submitted to Dispute Resolution Procedure. If the Contractor incurs any material additional costs in respect of its obligations under this Clause 12.4 then this shall be at the DCC’s cost, calculated and approved in accordance with Schedule 8.2 (Change Control).‌ 12.5 The rights and remedies set out in this Clause shall be the exclusive rights and remedies of the Contractor in the event of any non- performance or delay by the Contractor as a result of any DCC Cause or Other Service Provider Cause and a DCC Cause or Other Service Provider Cause shall not be deemed to be grounds for termination of this Agreement (in whole or in part) by the Contractor.

Relief Events. ‌ 13.1 Notwithstanding Save in respect of any Force Majeure Event but notwithstanding any other provision of this Agreement, if the Contractor has failed to provide the Services Services, failed to Achieve a Milestone by its Milestone Date and/or failed to comply with its obligations under this Agreement (each a "Contractor Non-Performance"), and can demonstrate that a DCC Cause contributed to that: (i) the Contractor Non-PerformancePerformance would not have occurred but for a DCC Cause or Other Service Provider Cause; (ii) a failure by the DCC to comply with the DCC Responsibilities set out in paragraph 3 of Schedule 3 (DCC Responsibilities); or (iii) the Contractor can demonstrate to the satisfaction of the DCC (acting reasonably) that there is no defect or failure with the Services being provided by the Contractor ( each a “Relief Event”), then (subject to the Contractor fulfilling its obligations in this Clause 13):-‌13):‌ 13.1.1 the Contractor shall not be treated as being in breach of this Agreement to the extent the Contractor can demonstrate that the Contractor Non- Performance was caused by the DCC Cause, Other Service Provider Cause or the failure by the DCC to comply with the DCC Responsibilities set out in paragraph 3 of Schedule 3 (DCC Responsibilities); or 13.1.2 the Contractor shall not be treated as being in breach of this Agreement to the extent the Contractor can demonstrate to the satisfaction of the DCC (acting reasonably) that the Contractor Non-Performance was not caused by a defect or failure with the Services being provided by the Contractor; and 13.1.2 13.1.3 the DCC shall not be entitled to exercise any rights that may arise as a result of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.152 Error! Reference source not found.; and 13.1.4 the Contractor shall be entitled to recover from the DCC any costs and/or expenses incurred by the Contractor in order to avoid or mitigate the effects of a DCC Cause, Other Service Provider Cause, or a breach of the Agreement by DCC provided that the parties shall use all reasonable endeavours to pre-agree any material costs and/or expenses prior to them being incurred. 13.2 In order to claim any of the relief referred to in Clause 13.1, the Contractor shall shall:- 13.2.1 as soon as reasonably practicable (and in any event within seven (7) Business Days) after becoming aware of the DCC Cause or Other Service Provider Cause, or that a DCC Cause or Other Service Provider Cause is reasonably likely to arise which may result in a Contractor Non- Performance, give the DCC written notice of its intention to service a Relief Notice; and‌ 13.2.2 as soon as reasonable practice (and in any event within five (5) Business Days) after becoming aware of the DCC Cause, or that a DCC Cause is reasonably likely date of the written notice pursuant to arise which may result in a Contractor Non-PerformanceClause 13.2.1, give the DCC further written notice (a "Relief Notice") setting out details of:-‌of:- 13.2.1 (a) the Contractor Non-Performance; (b) the DCC Cause or Other Service Provider Cause and its effect, or likely effect, on the Contractor's ability to meet its obligations under this Agreement; 13.2.2 (c) any steps which the DCC can take to eliminate or mitigate the consequences and impact of such DCC Cause or Other Service Provider Cause; and; 13.2.3 (d) in respect of (a) and (b) only, the relief claimed by the Contractor. 13.3 Following the receipt of a Relief Notice, the DCC shall as soon as reasonably practicable consider the nature of the Contractor Non-Performance and the alleged DCC Cause or Other Service Provider Cause and whether it agrees with the Contractor's assessment set out in the Relief Notice as to the effect of the relevant DCC Cause or Other Service Provider Cause and its entitlement to relief, consulting with the Contractor where necessary. In the event that the DCC and the Contractor are unable to agree as to the alleged DCC Cause or Other Service Provider Cause, such disagreement shall be submitted to the Dispute Resolution Procedure. 13.4 The Contractor Parties shall use all reasonable endeavours, at DCC’s cost, endeavours to eliminate or mitigate the consequences and impact of the DCC Cause or Other Service Provider Cause, including under circumstances where an alleged DCC Cause or Other Service Provider Cause is in dispute and has been submitted to Dispute Resolution Procedures.

Relief Events. ‌ 13.1 Notwithstanding any other (a) The Supplier shall only be relieved of its obligation to perform its obligations pursuant to this Agreement (including but not limited to the provision of this Agreement, if the Contractor has failed to provide the Services and/or comply the Deliverables and compliance with its obligations under this Agreement (each a "Contractor Non-Performance"), any particular timetables or milestones) if and can demonstrate that a DCC Cause contributed to the Contractor Nonextent: (i) the Supplier's non-Performance, then performance results directly from a Relief Event; (subject ii) the Supplier uses Reasonable Endeavours to mitigate the Contractor fulfilling its obligations in this Clause 13):-‌Relief Event and to perform the Services notwithstanding the Relief Event; and HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement 13.1.1 (iii) the Contractor Supplier immediately notifies HSBC's Global Head of Learning Operations as soon as the Supplier becomes aware of the Relief Event via a notice of the relevant failure to perform an HSBC Requirement (Relief Notice). (b) Such Relief Notice shall not be treated as being in breach specify the following information: (i) the affected Services; (ii) the cause(s) of this Agreement to the extent the Contractor can demonstrate that the Contractor Non- Performance was caused by the DCC Causedelay or interruption; and 13.1.2 (iii) details of the DCC shall not be entitled to exercise any rights that may arise as a result extent of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.1the likely delay or interruption. 13.2 In order to claim any (c) Relief Notices shall only bind HSBC when it has confirmed in writing that it accepts the contents of the relief referred to in Clause 13.1, the Contractor shall as soon as reasonably practicable (and in any event within five (5) Business Days) after becoming aware of the DCC Cause, or that a DCC Cause is reasonably likely to arise which may result in a Contractor Non-Performance, give the DCC notice (a "particular Relief Notice") setting out details of:-‌ 13.2.1 . Any dispute as to any submitted Relief Notice shall be submitted for resolution in accordance with the DCC Cause and its effect, or likely effect, on clause 26 (Disputes). Notwithstanding the Contractor's ability to meet its obligations under this Agreement; 13.2.2 any steps which the DCC can take to eliminate or mitigate the consequences and impact of such DCC Cause; and 13.2.3 the relief claimed by the Contractor. 13.3 Following the receipt submission of a Relief Notice, the DCC Supplier shall perform and/or recommence performance of the affected Services as soon as possible. (d) The provisions of clause 17.2(a) are the Supplier's exclusive remedy for any Relief Event, save to the extent provided for in the context of Transition and Transformation pursuant to clause 4.5(g)(i)(B). (e) Without prejudice to clause 17.2(d) and the Supplier's obligations under the Agreement, the Supplier will notify HSBC in writing immediately on becoming aware that it will not be able to perform, or has not performed, its obligations in accordance with the terms of the Agreement (an Early Warning Notice). The Early Warning Notice shall provide as much detail as is reasonably practicable consider available to the Supplier so as to describe the affected elements of its obligations, the reason for the disruption and the steps the Supplier will undertake to prevent the disruption and/or mitigate the effects of the disruption. The Supplier will provide regular status updates and will, in any event, immediately notify HSBC in the event of a material change in circumstances. Unless agreed in writing by HSBC by express reference to clause 39.4 (Waiver) and 39.5 (Cumulative nature of remedies) the Contractor Non-Performance and service and/or receipt of an Early Warning Notice shall not absolve the alleged DCC Cause and whether it agrees with Supplier of any responsibility or release the Contractor's assessment set out in the Relief Notice as to the effect Supplier of the relevant DCC Cause and its entitlement to relief, consulting with the Contractor where necessaryany obligations. 13.4 The Contractor shall use all reasonable endeavours, at DCC’s cost, to eliminate or mitigate the consequences and impact of the DCC Cause.

Relief Events. ‌ 13.1 Notwithstanding 17.1 In the event that, and to the extent that, either party is unable to perform any of its obligations under this Agreement as a direct result of the occurrence of a Relief Event then, subject to the remaining provisions of this clause 17, the affected party shall not be liable under this Agreement for such non-performance. For the avoidance of doubt, to the extent that the Relief Event affects some only of a party’s obligations, such party shall only be granted relief under this clause 17 from those affected obligations and not from any other provision of its obligations under this Agreement. 17.2 The Service Provider shall only be granted relief for failure to perform its obligations under this Agreement on the occurrence of a Relief Event if and to the extent such failure is not attributable to a failure by the Service Provider to comply with the Disaster Recovery Plan and other provisions specified in clause 46 (Disaster Recovery) and schedule 25 (Disaster Recovery) (unless, if and to the Contractor has failed extent, such failure is also due to provide a Relief Event or a TfL Event preventing the Services and/or Service Provider’s delivery of such disaster recovery and contingency services). 17.3 If the Service Provider is affected by a Relief Event, TfL shall be relieved of its obligation to make payments under this Agreement to the Service Provider in respect of the obligations affected by such Relief Event for so long as such Relief Event continues. 17.4 The party affected shall notify the other as soon as practicable after a Relief Event (as appropriate) ceases or no longer causes it to be unable to comply with its obligations under this Agreement. Following such notification the Agreement (each a "Contractor Non-Performance"), and can demonstrate that a DCC Cause contributed shall continue to be performed on the terms existing immediately prior to the Contractor Non-Performanceoccurrence of the Relief Event. 17.5 Relief from liability provided to either party (including, then without limitation, in clause 16.13 and clause 57 (subject Force Majeure)) for any delay or failure to perform the Contractor fulfilling its obligations in this Clause 13):-‌ 13.1.1 the Contractor shall not be treated as being in breach of this Agreement arising from a Relief Event or Force Majeure Event shall no longer apply upon, or to the extent that, the Contractor can demonstrate that Relief Event or the Contractor Non- Performance was caused Force Majeure Event (as appropriate) cease to prevent the party from complying with its obligations. 17.6 If either party shall become aware of circumstances of a Relief Event which give rise to or which are likely to give rise to any delay or inability of it to perform its obligations, such party shall use all reasonable endeavours to notify the other by the DCC Cause; and 13.1.2 most expeditious means available of such circumstances and to minimise and mitigate the DCC shall not be entitled to exercise any rights that may arise as a result of that Contractor Non-Performance to terminate this Agreement pursuant to Clause 46.2.1. 13.2 In order to claim any consequences of the relief referred Relief Event, as applicable, in accordance with Good Industry Practice with particular regard to: (A) delay (including any consequential delay to in Clause 13.1, the Contractor shall as soon as reasonably practicable Planned Operational Commencement Date or any Milestone); (and in B) any event within five (5) Business Days) after becoming aware impact on the operation of the DCC Cause, or that a DCC Cause is reasonably likely Scheme and the other party; (C) the ability of the affected party to arise which may result in a Contractor Non-Performance, give the DCC notice (a "Relief Notice") setting out details of:-‌ 13.2.1 the DCC Cause and its effect, or likely effect, on the Contractor's ability to meet perform its obligations under this Agreement; 13.2.2 any steps which the DCC can take to eliminate or mitigate the consequences and impact of such DCC Cause; and 13.2.3 (D) any losses, damages, expenditure, costs and expenses to be incurred in mitigating the relief claimed effects of the Relief Event. 17.7 For the avoidance of doubt all costs and expenses incurred by the ContractorService Provider in returning the Services to full operation during or after a Relief Event other than arising through industrial dispute involving TfL’s or any Other Service Providers’ personnel (except where, in respect of the period following the Operational Commencement Date, such Other Service Provider is a Managed Contractor and the costs and expenses are directly and materially caused by the Service Provider’s breach of its obligations under this Agreement or negligence in relation to the Management Services), shall be for the account of the Service Provider. 13.3 Following 17.8 To the receipt of extent that a Relief NoticeEvent causes, or is anticipated to cause, a delay in the Service Provider meeting any of the Milestones by the relevant Milestone Date or a delay to the Operational Commencement Date beyond the Planned Operational Commencement Date, the DCC provisions of clause 16 (Delay Plans) shall as soon as reasonably practicable consider apply (to the nature of extent that they are applicable), provided that the Contractor Non-Performance and the alleged DCC Cause and whether it agrees Service Provider shall nevertheless also comply with the Contractor's assessment set out in the Relief Notice as to the effect provisions of the relevant DCC Cause and its entitlement to relief, consulting with the Contractor where necessarythis clause 17. 13.4 The Contractor shall use all reasonable endeavours, at DCC’s cost, to eliminate or mitigate the consequences and impact of the DCC Cause.