Common use of Retention and Set Off Clause in Contracts

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Services, then, in addition to its obligations under Clause 23.5.1, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.1, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.

Retention and Set Off. The Customer Contracting Authority may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the CustomerContracting Authority. If the Customer Contracting Authority wishes to exercise its right pursuant to Clause 23.3.1 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the CustomerContracting Authority’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer Contracting Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer Contracting Authority to the Supplier. Foreign Currency Any requirement of Law to account for the Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the CustomerContracting Authority. The Customer Contracting Authority shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer Contracting Authority against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Services, then, in addition to its obligations under Clause 23.5.1, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer Contracting Authority may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.1, or why those requirements do not apply to it. In such case, the Customer Contracting Authority may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the CustomerContracting Authority’s request if: the Worker fails to provide the information requested by the Customer Contracting Authority within the time specified by the Customer Contracting Authority under Clause 23.5.2(a); and/or the Worker provides information which the Customer Contracting Authority considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 or confirms that the Worker is not complying with those requirements; and that the Customer Contracting Authority may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 and/or does – not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.used

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Services, then, in addition to its obligations under Clause 23.5.1, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.1, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default. BENCHMARKING Notwithstanding the Suppliers obligations under Clause 18 (Continuous Improvement), the Customer shall be entitled to regularly benchmark the Call Off Contract Charges and level of performance by the Supplier of the supply of the Services, against other suppliers providing services substantially the same as the Services during the Call Off Contract Period. The Customer, acting reasonably, shall be entitled to use any model to determine the achievement of value for money and to carry out the benchmarking evaluation referred to in Clause 25.1 above. The Customer shall be entitled to disclose the results of any benchmarking of the Call Off Contract Charges and provision of the Services to the Authority and any Contracting Authority (subject to the Contracting Authority entering into reasonable confidentiality undertakings). The Supplier shall use all reasonable endeavours and act in good faith to supply information required by the Customer in order to undertake the benchmarking and such information requirements shall be at the discretion of the Customer. Where, as a consequence of any benchmarking carried out by the Customer, the Customer decides improvements to the Services should be implemented such improvements shall be implemented by way of the Variation Procedure at no additional cost to the Customer. The benefit of any work carried out by the Supplier at any time during the Call Off Contract Period to update, improve or provide the Services, facilitate their delivery to any other Contracting Authority and/or any alterations or variations to the Charges or the provision of the Services, which are identified in the Continuous Improvement Plan produced by the Supplier and/or as a consequence of any benchmarking carried out by the Authority pursuant to Framework Schedule 12 (Continuous Improvement and Benchmarking), shall be implemented by the Supplier in accordance with the Variation Procedure and at no additional cost to the Customer.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 30.1.9 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Services Goods and the delivery of purchased Goods in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 30.1.13 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Services Goods and the delivery of purchased Goods by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the ServicesGoods and the delivery of purchased Goods, then, in addition to its obligations under Clause 23.5.130.1.16, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.130.1.16, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a24.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 30.1.16 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 31 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 31 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 28.1.9 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Goods and/or Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 28.1.13 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Goods and/or Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Goods and/or Services, then, in addition to its obligations under Clause 23.5.128.1.16, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.128.1.16, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 28.1.16 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 29 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 29 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract Lease Agreement or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 28.1.9 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Lease Agreement Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Goods and/or Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 28.1.13 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off ContractLease Agreement, the Supplier shall: at all times comply with the Income Tax (Earnings and PensionsXxxxxxxx) Act 2003 Xxx 0000 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 Xxx 0000 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Goods and/or Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Lease Agreement Schedule 1 (Definitions) who receives consideration relating to the Goods and/or Services, then, in addition to its obligations under Clause 23.5.128.1.16, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Lease Agreement Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.128.1.16, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 28.1.16 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 29 shall apply if the Call Off Contract Lease Agreement Charges payable under this Call Off Contract Lease Agreement exceed or are likely to exceed five (5) million pounds during the Call Off Contract Lease Agreement Period. If, at any point during the Call Off Contract Lease Agreement Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 29 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract Lease Agreement for material Default.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Call-Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 25.1.9 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Call-Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 20.4.1 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Call-Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Call-Off Schedule 1 (Definitions) who receives consideration relating to the Services, then, in addition to its obligations under Clause 23.5.120.5.1, the Supplier shall ensure that its contract with the Worker contains the following requirementsprovisions: that the Customer may, at any time during the Call Call-Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of in Clause 23.5.120.5.1, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 Clauses 25.1.16(a) or 20.5.1(b) or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Call-Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 21 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Call-Off Contract for material Default.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 22.3.1 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Euro Any requirement of Law to account for the Goods and/or Services in any currency other than SterlingEuro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 22.4.1 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Goods and/or Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Services, then, in addition to its obligations under Clause 23.5.1, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.1, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.

Retention and Set Off. The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 23.3.1 29.1.9 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Goods and/or Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 23.4.1 29.1.13 by the Supplier. Income Tax and National Insurance Contributions Where the Supplier or any Supplier Personnel are liable to be taxed in the UK or to pay national insurance contributions in respect of consideration received under this Call Off Contract, the Supplier shall: at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, and the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to national insurance contributions, in respect of that consideration; and indemnify the Customer against any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made (whether before or after the making of a demand pursuant to the indemnity hereunder) in connection with the provision of the Goods and/or Services by the Supplier or any Supplier Personnel. In the event that any one of the Supplier Personnel is a Worker as defined in Call Off Schedule 1 (Definitions) who receives consideration relating to the Goods and/or Services, then, in addition to its obligations under Clause 23.5.129.1.16, the Supplier shall ensure that its contract with the Worker contains the following requirements: that the Customer may, at any time during the Call Off Contract Period, request that the Worker provides information which demonstrates how the Worker complies with the requirements of Clause 23.5.129.1.16, or why those requirements do not apply to it. In such case, the Customer may specify the information which the Worker must provide and the period within which that information must be provided; that the Worker’s contract may be terminated at the Customer’s request if: the Worker fails to provide the information requested by the Customer within the time specified by the Customer under Clause 23.5.2(a); and/or the Worker provides information which the Customer considers is inadequate to demonstrate how the Worker complies with Clause 23.5.1 29.1.16 or confirms that the Worker is not complying with those requirements; and that the Customer may supply any information it receives from the Worker to HMRC for the purpose of the collection and management of revenue for which they are responsible. PROMOTING TAX COMPLIANCE This Clause 24 30 shall apply if the Call Off Contract Charges payable under this Call Off Contract exceed or are likely to exceed five (5) million pounds during the Call Off Contract Period. If, at any point during the Call Off Contract Period, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Customer in writing of such fact within five (5) Working Days of its occurrence; and promptly provide to the Customer: details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Customer may reasonably require. In the event that the Supplier fails to comply with this Clause 24 30 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Customer are acceptable, then the Customer reserves the right to terminate this Call Off Contract for material Default.