Common use of Relief Events Clause in Contracts

Relief Events. (a) Subject to Clauses 19.1(c) and (d) the Contractor shall not be in breach of this Agreement to the extent the breach is a direct result of a Relief Event. (b) In this Agreement, Relief Event means a failure of the Authority to carry out a Dependency in accordance with this Agreement. (c) The Contractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a) unless it: (i) as soon as practicable, and in any event within 15 Business Days after it becomes aware that the Relief Event has caused or is likely to cause delay, breach of an obligation under this Agreement and/or the Contractor to incur costs, gives to the Authority a notice in writing of its claim for an extension of time or relief from its obligations under this Agreement; (ii) within 10 Business Days after receipt by the Authority of the notice referred to in Clause 19.1(c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Contractor acting in accordance with Good Industry Practice. (d) Following service of a notice by the Contractor pursuant to Clause 19.1(c), the Contractor shall promptly supply to the Authority all further information relating to the claim which: (i) is received by the Contractor; or (ii) is reasonably requested by the Authority. (e) If the Contractor has complied with its obligations under Clause 19.1(c) and 19.1(d): (i) in the case of an additional cost being directly incurred by the Contractor, the Authority shall compensate the Contractor for the actual costs reasonably incurred by the Contractor as a result of the Relief Event in excess of £5,000 (so that only the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand by the Contractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; and (ii) the Authority shall give the Contractor relief from its obligations under this Agreement, which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the Contractor's obligations under this Agreement, or the Authority disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor is entitled to any relief under this Clause 19.1, the parties shall resolve the matter in accordance with Clause 41. (h) The provisions of Clauses 19.1(e) are the Contractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor as a result of or in connection with a Relief Event).

Relief Events. (a) Subject to Clauses 19.1(c8.1(c) and (d) the Contractor Subcontractor shall not be in breach of this Agreement to the extent the breach is a direct result of a Relief Event. (b) In this Agreement, Relief Event means a failure of the Authority Contractor to carry out a Dependency in accordance with this Agreement. (c) The Contractor Subcontractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a8.1(a) unless it: (i) as soon as practicable, and in any event within 15 Business Days after it becomes aware that the Relief Event has caused or is likely to cause delay, breach of an obligation under this Agreement and/or the Contractor Subcontractor to incur costs, gives to the Authority Contractor a notice in writing of its claim for an extension of time or relief from its obligations under this Agreement; (ii) within 10 Business Days after receipt by the Authority Contractor of the notice referred to in Clause 19.1(c)(i8.1 (c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority Contractor that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Contractor Subcontractor acting in accordance with Good Industry Practice. (d) Following service of a notice by the Contractor Subcontractor pursuant to Clause 19.1(c8.1(c), the Contractor Subcontractor shall promptly supply to the Authority Contractor all further information relating to the claim which: (i) is received by the ContractorSubcontractor; or (ii) is reasonably requested by the AuthorityContractor. (e) If the Contractor Subcontractor has complied with its obligations under Clause 19.1(cClauses 8.1(c) and 19.1(d(d): (i) in the case of an additional cost being directly incurred by the ContractorSubcontractor, the Authority Contractor shall compensate the Contractor Subcontractor for the actual costs reasonably incurred by the Contractor Subcontractor as a result of the Relief Event in excess of £5,000 [] (so that only the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand by the Contractor Subcontractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; and (ii) the Authority Contractor shall give the Contractor Subcontractor relief from its obligations under this Agreement, Agreement which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c8.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, compensation or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the ContractorSubcontractor's obligations under this Agreement, or the Authority Contractor disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor Subcontractor is entitled to any relief under this Clause 19.18.1, the parties shall resolve the matter in accordance with Clause 4121. (h) The provisions of Clauses 19.1(e8.1(e) are the ContractorSubcontractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor Subcontractor as a result of or in connection with a Relief Event).

Relief Events. (a) Subject to Clauses 19.1(c) 69.1 If and (d) the Contractor shall not be in breach of this Agreement to the extent the breach is a direct result of that a Relief Event.: (bA) In is the direct cause of a delay to Operational Commencement or Release 2 Commencement; and/or (B) adversely affects the ability of the Service Provider to perform any of its obligations under this Agreement, Relief Event means a failure then the Service Provider is entitled to apply for relief from any rights of TfL arising under clause 72 (Termination), subject to the Authority to carry out a Dependency in accordance with this Agreementprovisions of clause 72.2(F). (c) The Contractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a) unless it69.2 To obtain relief, the Service Provider must: (iA) as soon as practicablepromptly, and in any event within 15 Business Days fourteen (14) days after it becomes becoming aware that the Relief Event has caused or is likely to cause delay, breach delay and/or adversely affect the ability of an obligation under this Agreement and/or the Contractor Service Provider to incur costs, gives to the Authority a notice in writing perform its other obligations notify TfL of its claim for an extension relief, including full details of time the nature of the Relief Event, the date of occurrence and its likely duration; (B) within five (5) Working Days of receipt by TfL of the notice referred to in clause 69.2(A), give full details of the relief claimed; and (C) demonstrate to the reasonable satisfaction of TfL that: (1) the Service Provider and its Sub-Contractors could not have avoided such occurrence or consequences by steps which they might reasonably be expected to have taken, without incurring material expenditure; (2) neither it nor any of its Personnel could reasonably have foreseen the occurrence or consequences of the Relief Event and could not have avoided such occurrence or consequences by taking steps which they might reasonably have been expected to have taken without incurring material expenditure; (3) the Relief Event has given rise to the need for relief from the Service Provider’s obligations under this Agreement; (4) despite the occurrence of the Relief Event, the Service Provider is using all reasonable endeavours to perform its obligations under this Agreement; (ii) within 10 Business Days after receipt by the Authority of the notice referred to in Clause 19.1(c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority that: (A5) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this the Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Contractor Service Provider acting in accordance with Good Industry Practice.; (d6) Following service of a notice by the Contractor pursuant to Clause 19.1(c), the Contractor shall promptly supply to the Authority all further information relating to the claim which: (i) is received by the Contractor; or (ii) is reasonably requested by the Authority. (e) If the Contractor has complied with its obligations under Clause 19.1(c) and 19.1(d): (i) in the case of an additional cost being directly incurred by the Contractor, the Authority shall compensate the Contractor for the actual costs reasonably incurred by the Contractor as a result of the Relief Event in excess of £5,000 directly caused the delay to the Planned Commencement Date or Planned Release 2 Commencement Date; (so that only 7) the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand time lost could not reasonably be expected to be mitigated or recovered by the Contractor supported by reasonably detailed evidence Service Provider acting in writing that the costs have in fact been incurredaccordance with Good Industry Practice, without incurring material expenditure; and (ii) 8) the Authority shall give the Contractor relief from Service Provider is using reasonable endeavours to perform its obligations under this the Agreement, which is reasonable for including but not limited to complying with the relevant Relief EventBusiness Continuity Plan. (f) If information is provided after the dates referred to in Clause 19.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the Contractor's obligations under this Agreement, or the Authority disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor is entitled to any relief under this Clause 19.1, the parties shall resolve the matter in accordance with Clause 41. (h) The provisions of Clauses 19.1(e) are the Contractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor as a result of or in connection with a Relief Event).

Relief Events. (a) Subject to Clauses 19.1(c8.1(c) and (d) the Contractor Subcontractor shall not be in breach of this Agreement to the extent the breach is a direct result of a Relief Event. (b) In this Agreement, Relief Event means a failure of the Authority Contractor to carry out a Dependency in accordance with this Agreement. (c) The Contractor Subcontractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a8.1(a) unless it: (i) as soon as practicable, and in any event within 15 Business Days after it becomes aware that the Relief Event has caused or is likely to cause delay, breach of an obligation under this Agreement and/or the Contractor Subcontractor to incur costs, gives to the Authority Contractor a notice in writing of its claim for an extension of time or relief from its obligations under this Agreement; (ii) within 10 Business Days after receipt by the Authority Contractor of the notice referred to in Clause 19.1(c)(i8.1 (c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority Contractor that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Contractor Subcontractor acting in accordance with Good Industry Practice. (d) Following service of a notice by the Contractor Subcontractor pursuant to Clause 19.1(c8.1(c), the Contractor Subcontractor shall promptly supply to the Authority Contractor all further information relating to the claim which: (i) is received by the ContractorSubcontractor; or (ii) is reasonably requested by the AuthorityContractor. (e) If the Contractor Subcontractor has complied with its obligations under Clause 19.1(cClauses 8.1(c) and 19.1(d(d): (i) in the case of an additional cost being directly incurred by the ContractorSubcontractor, the Authority Contractor shall compensate the Contractor Subcontractor for the actual costs reasonably incurred by the Contractor Subcontractor as a result of the Relief Event in excess of £5,000 [] (so that only the excess of that amount is recoverable) and, within 20 [20] Business Days after receipt of a written demand by the Contractor Subcontractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; and (ii) the Authority Contractor shall give the Contractor Subcontractor relief from its obligations under this Agreement, Agreement which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c8.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, compensation or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the ContractorSubcontractor's obligations under this Agreement, or the Authority Contractor disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor Subcontractor is entitled to any relief under this Clause 19.18.1, the parties shall resolve the matter in accordance with Clause 4121. (h) The provisions of Clauses 19.1(e8.1(e) are the ContractorSubcontractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor Subcontractor as a result of or in connection with a Relief Event).

Relief Events. ‌ 13.1 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, failed to Achieve a Milestone by its Milestone Date and/or failed to comply with its obligations under this Agreement (aeach a "Contractor Non-Performance"), and can demonstrate that: (i) Subject the Contractor Non-Performance would not have occurred but for a DCC Cause or Other Service Provider Cause; (ii) a failure by the DCC to Clauses 19.1(ccomply with the DCC Responsibilities set out in paragraph 3 of Schedule 3 (DCC Responsibilities); or (iii) and the Contractor can demonstrate to the satisfaction of the DCC (dacting 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):‌ 13.1.1 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 is a direct result of a Relief Event. (b) In this Agreement, Relief Event means a failure Agreement to the extent the Contractor can demonstrate to the satisfaction of the Authority to carry out DCC (acting reasonably) that the Contractor Non-Performance was not caused by a Dependency in accordance defect or failure with this Agreement.the Services being provided by the Contractor; and (c) The Contractor 13.1.3 the DCC shall not be entitled to claim exercise any rights that may arise as a breach is a direct result of a Relief Event that Contractor Non-Performance to terminate this Agreement pursuant to Clause 19.1(a) unless it:52 Error! Reference source not found.; and (i) 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:- 13.2.1 as soon as practicable, reasonably practicable (and in any event within 15 seven (7) Business Days Days) after it becomes becoming aware of the DCC Cause or Other Service Provider Cause, or that the Relief Event has caused a DCC Cause or Other Service Provider Cause is reasonably likely to cause delayarise which may result in a Contractor Non- Performance, breach give the DCC written notice of an obligation under this Agreement and/or 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) of the date of the written notice pursuant to Clause 13.2.1, give the DCC further written notice (a "Relief Notice") setting out details of:- (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 incur costs, gives to the Authority a notice in writing of its claim for an extension of time or relief from meet its obligations under this Agreement; (iic) within 10 Business Days after receipt by any steps which the Authority DCC can take to eliminate or mitigate the consequences and impact of the notice referred to in Clause 19.1(c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this Agreement claimed, could not reasonably be expected to be mitigated such DCC Cause or recovered by the Contractor acting in accordance with Good Industry Practice.Other Service Provider Cause; (d) Following service in respect of a notice by the Contractor pursuant to Clause 19.1(c)(a) and (b) only, the Contractor shall promptly supply to the Authority all further information relating to the claim which: (i) is received relief claimed by the Contractor; or (ii) is reasonably requested by the Authority. (e) If 13.3 Following the Contractor has complied with its obligations under Clause 19.1(c) and 19.1(d): (i) in the case of an additional cost being directly incurred by the Contractor, the Authority shall compensate the Contractor for the actual costs reasonably incurred by the Contractor as a result of the Relief Event in excess of £5,000 (so that only the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand by Relief Notice, the DCC shall as soon as reasonably practicable consider the nature of the Contractor supported by reasonably detailed evidence in writing that Non-Performance and the costs have in fact been incurred; and (ii) the Authority shall give the Contractor relief from its obligations under this Agreement, which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, alleged DCC Cause or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from Other Service Provider Cause and whether it agrees with the Contractor's obligations under this Agreement, or assessment set out in the Authority disagrees that a Relief Event has occurred (or Notice as to the effect of the relevant DCC Cause or Other Service Provider Cause and its consequences)entitlement to relief, or consulting with the Contractor where necessary. In the event that the DCC and the Contractor is entitled are unable to any relief under this Clause 19.1agree as to the alleged DCC Cause or Other Service Provider Cause, such disagreement shall be submitted to the parties shall resolve the matter in accordance with Clause 41Dispute Resolution Procedure. (h) 13.4 The provisions Parties shall use reasonable endeavours to eliminate or mitigate the consequences and impact of Clauses 19.1(e) are the Contractor's exclusive remedy DCC Cause or Other Service Provider Cause, including under circumstances where an alleged DCC Cause or Other Service Provider Cause is in respect of any Relief Event (including in relation dispute and has been submitted to any Losses suffered or incurred by the Contractor as a result of or in connection with a Relief Event)Dispute Resolution Procedures.

Relief Events. (a) Subject to Clauses 19.1(c) 29.1 If and (d) the Contractor shall not be in breach of this Agreement to the extent the breach is a direct result of that a Relief Event. (b) In this Agreement, Relief Event means a failure adversely affects the ability of the Authority Service Provider to carry out a Dependency provide the Services in accordance with the KPIs and the terms of this AgreementContract, the Service Provider is entitled to apply for relief in accordance with Clause 29.2 from any rights the Council may assert under this Contract. (c) The Contractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a) unless it: (i) 29.2 To obtain relief, the Service Provider must as soon as practicable, and in any event within 15 Business fourteen (14) Calendar Days after it becomes became aware that the Relief Event has caused or is likely to cause delaydelay and/or adversely affect the ability of the Service Provider to perform its obligations, breach of an obligation under this Agreement and/or the Contractor to incur costs, gives give to the Authority Council a notice in writing of its claim for an extension of time or relief from its obligations under this Agreement;Contract, including details of the nature of the Relief Event, the date of occurrence and its likely duration. 29.3 Within fourteen (ii14) within 10 Business Calendar Days after of receipt by the Authority Council of the notice referred to in Clause 19.1(c)(i) gives 29.2 above, give full details of the Relief Event relief claimed and relief claimed; and (iii) demonstrates demonstrate to the reasonable satisfaction of the Authority Council that: (A) 29.3.1 the Service Provider could not reasonably have foreseen the occurrence or consequences of the relevant Relief Event and could not have avoided such occurrence or consequences by steps which they might reasonably be expected to have taken, without incurring additional expenditure; 29.3.2 the Relief Event was directly caused or substantially contributed to the direct cause of the cost incurred and/or the Contractor's failure to comply with its need for relief from obligations under this Agreement; andContract; (B) 29.3.3 the cost incurred and/or relief from the obligations under this Agreement claimed, Contract claimed could not reasonably be expected to be mitigated or recovered by the Contractor Service Provider acting in accordance with Good Industry Practicegood industry practice, without incurring additional expenditure; and 29.3.4 the Service Provider is using reasonable endeavours to perform its obligations under this Contract. (d) Following service of a notice by 29.4 Where the Contractor pursuant to Clause 19.1(c), the Contractor shall promptly supply to the Authority all further information relating to the claim which: (i) is received by the Contractor; or (ii) is reasonably requested by the Authority. (e) If the Contractor Service Provider has complied with its obligations under Clauses 29.1 and 29.2, the Council shall not be entitled to exercise its rights to terminate this Agreement under Clause 19.1(c26 (Default and Termination) and 19.1(d): (i) in the case of an additional cost being directly incurred and, subject to Clause 29.5 below, shall give such other relief as has been requested by the Contractor, Service Provider. 29.5 In respect of any unconnected event nothing in Clause 29.3 above shall affect any entitlement to make deductions under Clause 7 (Remuneration) during the Authority shall compensate the Contractor for the actual costs reasonably incurred by the Contractor as a result of period in which the Relief Event in excess of £5,000 (so that only the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand by the Contractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; and (ii) the Authority shall give the Contractor relief from its obligations under this Agreement, which is reasonable for the relevant Relief Eventsubsisting. (f) If 29.6 In the event that information required by Clause 29.2 above is not provided after by the dates referred to in Clause 19.1(c) abovethat clause, then the Contractor Service Provider shall not be entitled to any extension of time, compensation, or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) 29.7 The Service Provider shall notify the Council if at any time it receives or becomes aware of any relevant further information relating to the Relief Event, giving details of that information to the extent that such information is new or renders information previously submitted materially inaccurate or misleading. 29.8 If the parties Parties cannot agree the extent of any delay incurred, the relief from the Contractor's obligations under this Agreementrequired, or the Authority Council disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor Service Provider is entitled to any relief from its obligations under this Clause 19.1Contract, the parties Parties or either of them shall resolve refer the matter in accordance with Clause 41to the Dispute Resolution Procedure. (h) The provisions of Clauses 19.1(e) are the Contractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor as a result of or in connection with a Relief Event).

Relief Events. 4.1 If and to the extent a Relief Event: (a) Subject to Clauses 19.1(c) and (d) is the Contractor shall not be in breach of this Agreement to the extent the breach is a direct result cause of a Relief Event.delay in achieving the provision of Energy Services by the Date of Supply; and/or (b) In adversely affects the ability of the Energy Company to perform any of its obligations under this Agreement, Relief Event means a failure of then the Authority to carry out a Dependency in accordance with this Agreement. Energy Company is (cat its sole discretion) The Contractor shall not be entitled to claim that a breach is a direct result of a Relief Event apply for relief pursuant to Clause 19.1(a) unless it4.2. 4.2 To obtain relief from a Relief Event, the Energy Company shall: (ia) as soon as practicableuse reasonable endeavours to give the Developer a notice of its claim for relief from the relevant obligations under this Agreement including full details of the nature of the Relief Event, the date of its occurrence and in any event its likely duration within 15 five (5) Business Days after it becomes aware that the Relief Event has caused or is likely to cause delay, breach delay or adversely affect the ability of an obligation the Energy Company to perform any of its obligations under this Agreement and/or Agreement, and in any event give such notice within ten (10) Business Day after it becomes so aware; (b) within ten (10) Business Days of receipt by the Contractor Customer of the notice referred to incur costsin Clause 4.2(a), gives give full details of the relief claimed; and (c) demonstrate to the Authority a notice in writing reasonable satisfaction of the Customer that: (i) the Energy Company could not reasonably have avoided the Relief Event or its claim consequences by steps which it might reasonably be expected to have taken, without incurring material expenditure; (ii) the Relief Event caused the delay to the Date of Supply or the need for an extension of time or relief from its other obligations under this Agreement; (ii) within 10 Business Days after receipt by the Authority of the notice referred to in Clause 19.1(c)(i) gives full details of the Relief Event and relief claimed; and (iii) demonstrates to the reasonable satisfaction of the Authority that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred time lost and/or relief from the obligations under this Agreement claimed, claimed could not reasonably be expected to be mitigated or recovered by the Contractor Energy Company acting in accordance with Good Industry Practice, without incurring material expenditure; and (iv) the Energy Company is using reasonable endeavours to perform its obligations under this Agreement. (d) Following service of a notice by the Contractor pursuant to Clause 19.1(c), the Contractor shall promptly supply to the Authority all further information relating to the claim which: (i) is received by the Contractor; or (ii) is reasonably requested by the Authority. (e) 4.3 If the Contractor Energy Company has complied with its obligations under Clause 19.1(c) and 19.1(d):4.2, then: (ia) in the case Date of an additional cost being directly incurred Supply shall be extended by the Contractor, the Authority such time as shall compensate the Contractor be reasonable for such a Relief Event and for the actual costs reasonably incurred by the Contractor as a result avoidance of the Relief Event in excess of £5,000 (so that only the excess of that amount is recoverable) anddoubt, within 20 Business Days after receipt of a written demand by the Contractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; andits consequences; (iib) the Authority shall give the Contractor relief from its obligations under this Agreement, which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c) above, the Contractor Customer shall not be entitled to any extension of time, compensationexercise its right to terminate this Agreement in accordance with Clause 11.2.1(a), or terminate the Consumer Services Period in accordance with Clause 3.3.2, as a result of such Relief Event; and (c) the Energy Company shall be entitled to such other relief from its obligations under this Agreement in respect as may be necessary having regard to the Relief Event provided that the Energy Company shall remain liable to the Customer for any concurrent or other breach of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the Contractor's its obligations under this Agreement, or Agreement to the Authority disagrees extent not attributable to the Relief Event. The Energy Company shall be deemed not to be in breach of this Agreement to the extent that any such breach is attributable to a Relief Event. 4.4 The Energy Company shall use all reasonable endeavours to mitigate the consequence of any Relief Event has occurred (or as to its consequences), or that and the Contractor is Energy Company shall not be entitled to any relief under this Clause 19.1, 4 (Relief Events ) if and to the parties shall resolve extent that the matter in accordance with Clause 41. (h) The provisions consequences of Clauses 19.1(e) are the Contractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor have arisen as a result of or any failure by the Energy Company to mitigate such consequences. 4.5 If the information required by this Clause 4 (Relief Events ) is provided after the specified dates, then the Energy Company shall not be entitled to any relief to the extent that the requirement for relief is increased as a result of the delay in connection with a providing such information. 4.6 The Energy Company shall promptly notify the Customer if at any time it becomes aware of any further information relating to the Relief Event), giving details of that information to the extent that such information is new or renders information previously submitted materially inaccurate or misleading. 4.7 If for any reason the Energy Company is not able to provide the Energy Services or alternative heating services (including by way of temporary plant) the Customer shall (at its own cost) be entitled to procure alternative heating services for so long as the Energy Company is unable to provide such services. For the avoidance of doubt, nothing in this Clause 4.7 shall in any way affect or detract from the Energy Company’s obligations to provide the Energy Services or alternative heating services (including by way of temporary plant) under the remaining provisions of this Agreement.

Relief Events. (a) Subject Supplier shall be relieved of failures to Clauses 19.1(ccomply with the Service Levels (or in the case of Transition Services, the Transition Milestones) and (d) no other liability shall accrue, where the Contractor shall not be Savings provisions set forth in breach of this Agreement Section 4.3 or the Force Majeure provisions set forth in Section 17.2 applies, or to the extent and only to the breach is extent that such failure arises as a direct result results of: (i) Execution of the Business Continuity Plan, the execution of which is in support of a Relief EventMichaels declared disaster, to the extent that the implementation of the Business Continuity Plan prevents Supplier from accessing the Systems or personnel necessary to provide the Services in accordance with the Service Levels; provided that Supplier shall not obtain such relief if the Parties agree in the Business Continuity Plan that Supplier is to continue providing the Services in accordance with the Service Levels; (ii) Service or Supplier Staff reductions or reprioritizations requested by Michaels and agreed to by the Parties in accordance with the Change Management Process; provided that Supplier has previously notified Michaels as part of such Change Management Process that the implementation of such Services or Supplier Staff reductions would result in such failure to meet the Service Level; or (iii) Where the Parties agree prior to any activities and/or outages that the Service Levels shall not apply; provided that Supplier notifies Michaels in advance of the likely impact of such activities or outages on the Service Levels. (b) In this Agreement, Relief Event means a failure To obtain relief from any Service Level in the case of the Authority to carry out a Dependency events described in accordance with this Agreement. (c) The Contractor shall not be entitled to claim that a breach is a direct result of a Relief Event pursuant to Clause 19.1(a) unless itSection 9.4(a), Supplier must, in each instance: (i) as soon as practicable, provide specific notification to Michaels that describes to Michaels the specific Service Level impacted and in any event within 15 Business Days after it becomes aware that the Relief Event has caused expected nature and extent of the reduction or is likely to cause delay, breach of an obligation under this Agreement and/or other effect on the Contractor to incur costs, gives to the Authority a notice in writing of its claim for an extension of time or relief from its obligations under this Agreementapplicable Service Level; (ii) within 10 Business Days after receipt by have used all reasonable efforts to perform the Authority of affected Service or resolve the notice referred to problem in Clause 19.1(c)(i) gives full details of accordance with the Relief Event and relief claimedapplicable Service Levels despite such events; and (iii) demonstrates to re-commence the reasonable satisfaction performance of the Authority that: (A) the Relief Event was the direct cause of the cost incurred and/or the Contractor's failure to comply with its obligations under this Agreement; and (B) the cost incurred and/or relief from the obligations under this Agreement claimed, could not reasonably be expected to be mitigated or recovered by the Contractor acting affected Service in accordance with Good Industry Practice. (d) Following service the Service Levels, immediately upon resolution or cessation of a notice by the Contractor pursuant to Clause 19.1(c), the Contractor shall promptly supply event giving rise to the Authority all further information relating to the claim which: (i) is received by the Contractor; or (ii) is reasonably requested by the Authorityrelief. (e) If the Contractor has complied with its obligations under Clause 19.1(c) and 19.1(d): (i) in the case of an additional cost being directly incurred by the Contractor, the Authority shall compensate the Contractor for the actual costs reasonably incurred by the Contractor as a result of the Relief Event in excess of £5,000 (so that only the excess of that amount is recoverable) and, within 20 Business Days after receipt of a written demand by the Contractor supported by reasonably detailed evidence in writing that the costs have in fact been incurred; and (ii) the Authority shall give the Contractor relief from its obligations under this Agreement, which is reasonable for the relevant Relief Event. (f) If information is provided after the dates referred to in Clause 19.1(c) above, the Contractor shall not be entitled to any extension of time, compensation, or relief from its obligations under this Agreement in respect of the period for which the information is delayed. (g) If the parties cannot agree the extent of any delay incurred, relief from the Contractor's obligations under this Agreement, or the Authority disagrees that a Relief Event has occurred (or as to its consequences), or that the Contractor is entitled to any relief under this Clause 19.1, the parties shall resolve the matter in accordance with Clause 41. (h) The provisions of Clauses 19.1(e) are the Contractor's exclusive remedy in respect of any Relief Event (including in relation to any Losses suffered or incurred by the Contractor as a result of or in connection with a Relief Event).