Common use of Service Provider’s Obligations Clause in Contracts

Service Provider’s Obligations. 6.1. The Service Provider shall at all times provide the Services to the Contract Standard and in accordance with the Contract Documents and to the reasonable satisfaction of the Authorised Officer at such times and locations as the Authorised Officer may require and shall ensure that the Services at all times comply with and meet all the requirements of the Contract Documents, Good Industry Practice, Guidance and all applicable E-ACT Policies and Legislation with effect from the Commencement Date. 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements for the transfer of the responsibility for the Services to the Service Provider. Each party agrees to take such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shall, where requested so to do by the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require which may be arranged between the Authorised Officer and any members of the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice of such meetings which may take place outside the Service Provider's normal working hours. 6.4. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm to the Authorised Officer by e-mail if the Service Provider is unable or fails to provide the Services or any part thereof, or if the Service Provider is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely duration. The provision of information under this clause shall not in any way release or excuse the Service Provider from any of its obligations under the Contract. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6. The Service Provider shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998.

Service Provider’s Obligations. 6.1The Service Provider will: a. undertake all necessary recruitment, training, and other functions as necessary, to ensure its personnel meet the requirements of the Agreement; b. provide any and all equipment necessary for the performance of the Services under this Agreement; c. ensure that all appropriate staff attend Youi meetings upon request; d. develop and maintain close relationships with claims staff and claims management teams; e. have conflict resolution skills or access to such services; f. declare if another insurance company terminated any relationship it had with the Service Provider or refuses to deal with the Service Provider for any reason; g. have or acquire the ability to interpret the Youi products, processes and procedures relevant to the Services; h. work collaboratively with Youi’s preferred suppliers; i. provide a high and consistent level of customer service without any limitation including acting in an honest, efficient, fair and transparent manner. The Service Provider will be receptive to Customer needs and demonstrate a high level of courtesy, professionalism and integrity at every point of contact; j. inform customers of the service they have been authorised to provide on Youi’s behalf; k. warrant that it possesses and will deploy the specific skills, licenses, authorities and experience relevant to providing the Services; l. nominate and maintain a suitable member of staff to act as its relationship manager with Youi; m. be liable to Youi for the acts, defaults and negligence of any contractor or subcontractor (or any employee or agent of the subcontractor) the Service Provider engages or appoints as if they were the acts, defaults or negligence of the Service Provider (or the employees or agents of the Service Provider); n. keep accurate and proper accounts and records of all business transacted in relation to this Agreement including fee entitlements for a period of 7 years from the service request; o. provide the Services in a proper and professional manner and shall ensure at all times provide its conduct will not bring discredit upon Youi or cause any nuisance or disruption to Youi or its Customers; p. use its best endeavors to promote the Services to the Contract Standard interests and in accordance with the Contract Documents welfare of Youi and to the reasonable satisfaction of the Authorised Officer at such times improve and locations as the Authorised Officer may require and shall extend Youi’s business; q. ensure that the Services at nomination, selection and working relationship is transparent, honest and meets all times comply of Youi’s integrity expectations; r. provide prompt, timely and regular contact with Youi; s. identify possible underwriting risks; determine quantum and meet liability and potential recovery aspects; t. complete all approved works as per submitted quotes, scopes of works or approved variations; u. take all reasonably practicable steps to ensure the requirements health and safety of the Contract Documents, Good Industry Practice, Guidance yourself and all applicable E-ACT Policies and Legislation with effect from the Commencement Date.your workers/subcontractors; 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements v. be responsible for the transfer quality, technical accuracy and timely completion and delivery of the responsibility for the Services all deliverables and other services to the Service Provider. Each party agrees to take such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shall, where requested so to do be furnished by the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require which may be arranged between the Authorised Officer and any members of the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice under the Agreement. If circumstances beyond the control of such meetings which may take place outside the Service Provider's normal working hours. 6.4. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm to the Authorised Officer by e-mail if the Service Provider result in a late delivery, it is unable or fails to provide the Services or any part thereof, or if responsibility and obligation of the Service Provider is aware of anything of whatsoever nature to make the details known immediately to Youi; and w. without additional compensation, correct or revise any errors, omissions, or other deficiencies in its services and whether or not deliverables furnished under the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely durationcontract. The provision approval of information interim services and deliverables furnished under this clause the contract shall not in any way release or excuse relieve the Service Provider from any of fulfilling all of its obligations under the ContractAgreement. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6. The Service Provider shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998.

Service Provider’s Obligations. 6.1The Service Provider shall supply the Services in accordance in all respects with the terms of the Framework Agreement and the terms of this Agreement and the terms and conditions of the relevant Order and in accordance with any local arrangements agreed and set out in Schedule 4 For the avoidance of doubt the Client Body shall not be responsible for any Services that are delivered by the Service Provider and are not the subject of a valid Order. For the avoidance of doubt any terms that the Service Provider may seek to impose and which in any way vary or contradict the terms of this Agreement shall be excluded and not form part of the Order. The Services to be supplied under the Order shall be provided in accordance with the terms of the Order. Where the Order identifies that provision will be in accordance with an Implementation Plan, the Implementation Plan will be agreed between the Client Body and the Service Provider unless otherwise agreed in writing by the Client Body. The Service Provider acknowledges the importance to the Client Body of performing the Services by the required date, and shall take all reasonable steps to achieve provision by those dates in accordance with best industry practice and the Service Level Agreement. The Service Provider shall at use all times provide the Services reasonable endeavours to the Contract Standard and in accordance with the Contract Documents and to the reasonable satisfaction of the Authorised Officer at such times and locations as the Authorised Officer may require and shall ensure that the Services at all times comply with and meet all the requirements of the Contract DocumentsSpecification and where the purpose for which they are required is indicated in the Order, Good Industry Practiceeither expressly or by implication, Guidance and all applicable E-ACT Policies and Legislation with effect from the Commencement Date. 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements be fit for the transfer of the responsibility for the Services to the Service Provider. Each party agrees to take such reasonable steps as are necessary to ensure an efficient transition. 6.3that particular purpose. The Service Provider shallwarrants to all its reasonable endeavours that the Services to be supplied under the Order shall comply in all respects with all relevant requirements of any statute, where requested so to do by statutory rule or order, or other instrument having the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require force of law which may be arranged between in force at the Authorised Officer and any members of time when the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice of such meetings which may take place outside the Service Provider's normal working hours. 6.4Services are supplied. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm be deemed to have satisfied itself as to the Authorised Officer sufficiency and correctness of the Pricing Schedule. Unless otherwise expressly stated in the Order the Pricing Schedule shall cover all the Service Provider’s obligations and everything necessary for the supply of the Services under the Order. Unless otherwise expressly stated in the Framework Agreement or the Order no claim by e-mail if the Service Provider is unable will be allowed for any addition to the charges specified in the Pricing Schedule on the grounds of any matter relating to any document forming part of the Framework Agreement or fails to provide the Services Order or any part thereof, ambiguity or if the discrepancy therein on which an experienced Service Provider is aware of anything of whatsoever nature and whether or not could have satisfied himself by reference to the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely duration. The provision of information under this clause shall not in any way release or excuse the Service Provider from any of its obligations under the Contract. 6.5. If the Service Provider is unable or persistently fails to provide the Services Client Body or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possessappropriate means. 6.6. The Service Provider shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998.

Service Provider’s Obligations. 6.1. 3.1 The Service Provider shall at all times provide the Services to the Contract Standard perform its obligations under this Agreement in a reasonable and timely manner in accordance with the Contract Documents provisions of this Agreement. 3.2 The Service Provider shall provide the Client with such information and advice in connection with the Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Services. 3.3 The Service Provider shall use reasonable endeavours to keep the Client informed of any special requirements (including, but not limited to, legislative requirements) applicable to the reasonable satisfaction rendering of the Authorised Officer at such times Services. To the extent necessary and locations as the Authorised Officer may require and shall ensure that the Services at all times comply with and meet all the requirements of the Contract Documents, Good Industry Practice, Guidance and all applicable E-ACT Policies and Legislation with effect from the Commencement Date. 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require the Service Providerappropriate, the Service Provider's Representative and Provider shall promptly take steps to comply with any deputies such requirements. These steps shall not otherwise alter this Agreement in any way, subject to meet each Party’s right to request a meeting to review such changes. 4. CLIENT’S OBLIGATIONS 4.3 The Client shall provide the Service Provider with such information in connection with the Authorised Officer to discuss transitional arrangements for Services and the transfer of the responsibility for the Services to provision thereof as the Service Provider. Each party agrees Provider may, from time to take such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shalltime, where requested so to do by reasonably require both before and during the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require which may be arranged between the Authorised Officer and any members provision of the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer Client shall give the Service Provider reasonable notice of such meetings which may take place outside the Service Provider's normal working hours. 6.4. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm to the Authorised Officer by e-mail if the Service Provider is unable or fails to provide the Services or any part thereof, or if the Service Provider is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely duration. The provision of information under this clause shall not in any way release or excuse the Service Provider from any of perform its obligations under the Contract. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof this Agreement in a reasonable and timely manner in accordance with the requirements provisions of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6Agreement. The Service Provider Client shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing use reasonable endeavours to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If keep the Service Provider or its Employees default in complying or fail informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Services. To the extent necessary and appropriate, the Service provider shall promptly take steps to comply with any such requirements. These steps shall not otherwise alter this clause 6.7Agreement in any way, then any reasonable costssubject to each Party’s right to request a meeting to review such changes. 5. FEES, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including PAYMENT AND RECORDS 5.4 The Client shall pay the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due Fees to the Service Provider under this Contract or shall be recoverable from in accordance with the provisions of Schedule 2 as consideration for the Services provided by the Service Provider in accordance with the terms and conditions of this Agreement. All payments required to be made pursuant to this Agreement by E-ACT as a debt 6.8. The Service Provider either Party shall assist E-ACT in the provision of its duties under section 17 be made within 1 day of the Crime date of the relevant invoice in GBP in cleared funds to such bank in England as the other Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law. Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day. If either Party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to and Disorder Act 1998notwithstanding sub- Clause 9.2.1, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 1.5% per annum over the Bank of England base rate from time to time in force.

Service Provider’s Obligations. 6.12.1 The Service Provider shall supply the Services in accordance in all respects with the terms of the Framework Agreement and the terms of this Agreement and the terms and conditions of the relevant Order and in accordance with any local arrangements agreed and set out in Schedule 4 2.2 For the avoidance of doubt the Customer shall not be responsible for any Services that are delivered by the Service Provider and are not the subject of a valid Order. 2.3 For the avoidance of doubt any terms that the Service Provider may seek to impose and which in any way vary or contradict the terms of this Agreement shall be excluded and not form part of the Order. 2.4 The Services to be supplied under the Order shall be provided in accordance with the terms of the Order. Where the Order identifies that provision will be in accordance with an Implementation Plan, the Implementation Plan will be agreed between the Customer and the Service Provider unless otherwise agreed in writing by the Customer. The Service Provider shall at all times provide acknowledges the importance to the Customer of performing the Services by the required date, and shall take all reasonable steps to the Contract Standard and achieve provision by those dates in accordance with Good Industry Practice and the Contract Documents and Service Level Agreement. 2.5 The Service Provider shall use all reasonable endeavours to the reasonable satisfaction of the Authorised Officer at such times and locations as the Authorised Officer may require and shall ensure that the Services at all times comply with and meet all the requirements of the Contract DocumentsSpecification and where the purpose for which they are required is indicated in the Order, Good Industry Practiceeither expressly or by implication, Guidance and all applicable E-ACT Policies and Legislation with effect from the Commencement Datebe fit for that particular purpose. 6.2. Without prejudice 2.6 The Service Provider warrants to the foregoing, prior to the Commencement Date E-ACT may upon all its reasonable notice require the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements for the transfer of the responsibility for endeavours that the Services to be supplied under the Service Provider. Each party agrees to take such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shall, where requested so to do by the Authorised Officer, attend Order shall comply in all respects with all relevant requirements of any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require Law which may be arranged between in force at the Authorised Officer and any members of time when the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice of such meetings which may take place outside the Service Provider's normal working hoursServices are supplied. 6.4. 2.7 The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm be deemed to have satisfied itself as to the Authorised Officer sufficiency and correctness of the Pricing Schedule. Unless otherwise expressly stated in the Order the Pricing Schedule shall cover all the Service Provider’s obligations and everything necessary for the supply of the Services under the Order. 2.8 Unless otherwise expressly stated in the Framework Agreement or the Order no claim by e-mail if the Service Provider is unable will be allowed for any addition to the charges specified in the Pricing Schedule on the grounds of any matter relating to any document forming part of the Framework Agreement or fails to provide the Services Order or any part thereof, ambiguity or if discrepancy therein on which an experienced Service Provider could have satisfied himself by reference to the Customer or any other appropriate means. 2.9 For the avoidance of doubt the Service Provider is aware shall have no liability for the negligent acts or omissions or wilful misconduct of anything the Agency (including its employees and agents) or any Temporary Agency Worker, except to the extent that any loss or damage suffered by the Customer results (in whole or in part) from the acts or omissions of whatsoever nature and whether or not the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely duration. The provision of information under this clause shall not in any way release or excuse the Service Provider from any of its obligations under the Contractitself. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6. 2.10 The Service Provider shall at will ensure that the correct amount of tax and National Insurance contributions are paid and/or deducted in respect of Temporary Agency Workers engaged via this Agreement and will comply and procure compliance by each Agency with all times applicable requirements relating to tax and in all respects comply with E-ACT’s Financial RegulationsNational Insurance including without limitation those relating to intermediaries (including those known as “IR35”), Procurement Procedures the Agency Legislation and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services Law in harmony with and at no detriment force from time to time relating to any other service provided by or on behalf of or payments made to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998Temporary Agency Workers.

Service Provider’s Obligations. 6.1The Service Provider will: a. undertake all necessary recruitment, training, and other functions as necessary, to ensure its personnel meet the requirements of the Agreement; b. provide any and all equipment necessary for the performance of the Services under this Agreement; c. ensure that all appropriate staff attend Youi meetings upon request; d. develop and maintain close relationships with claims staff and claims management teams; e. have conflict resolution skills or access to such services; f. declare if another insurance company terminated any relationship it had with the Service Provider or refuses to deal with the Service Provider for any reason; g. have or acquire the ability to interpret the Youi products, processes and procedures relevant to the Services; h. work collaboratively with Youi’s preferred suppliers; i. provide a high and consistent level of customer service without any limitation including acting in a honest, efficient, fair and transparent manner. The Service Provider will be receptive to Customer needs and demonstrate a high level of courtesy, professionalism and integrity at every point of contact; j. inform customers of the service they have been authorised to provide on Youi’s behalf; k. warrant that it possesses and will deploy the specific skills, licenses, authorities and experience relevant to providing the Services; l. nominate and maintain a suitable member of staff to act as its relationship manager with Youi; m. be liable to Youi for the acts, defaults and negligence of any contractor or subcontractor (or any employee or agent of the subcontractor) the Service Provider engages or appoints as if they were the acts, defaults or negligence of the Service Provider (or the employees or agents of the Service Provider); n. keep accurate and proper accounts and records of all business transacted in relation to this Agreement including fee entitlements for a period of 7 years from the service request; o. provide the Services in a proper and professional manner and shall ensure at all times provide its conduct will not bring discredit upon Youi or cause any nuisance or disruption to Youi or its Customers; p. use its best endeavors to promote the Services to the Contract Standard interests and in accordance with the Contract Documents welfare of Youi and to the reasonable satisfaction of the Authorised Officer at such times improve and locations as the Authorised Officer may require and shall extend Youi’s business; q. ensure that the Services at nomination, selection and working relationship is transparent, honest and meets all times comply of Youi’s integrity expectations; r. provide prompt, timely and regular contact with Youi; s. identify possible underwriting risks; determine quantum and meet liability and potential recovery aspects; t. complete all the requirements approved works as per submitted quotes, scopes of the Contract Documents, Good Industry Practice, Guidance and all applicable E-ACT Policies and Legislation with effect from the Commencement Date.works or approved variations; 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements u. be responsible for the transfer quality, technical accuracy and timely completion and delivery of the responsibility for the Services all deliverables and other services to the Service Provider. Each party agrees to take such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shall, where requested so to do be furnished by the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require which may be arranged between the Authorised Officer and any members of the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice under the Agreement. If circumstances beyond the control of such meetings which may take place outside the Service Provider's normal working hours. 6.4. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm to the Authorised Officer by e-mail if the Service Provider result in a late delivery, it is unable or fails to provide the Services or any part thereof, or if responsibility and obligation of the Service Provider is aware of anything of whatsoever nature to make the details known immediately to Youi; and v. without additional compensation, correct or revise any errors, omissions, or other deficiencies in its services and whether or not deliverables furnished under the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely durationcontract. The provision approval of information interim services and deliverables furnished under this clause the contract shall not in any way release or excuse relieve the Service Provider from any of fulfilling all of its obligations under the ContractAgreement. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6. The Service Provider shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998.

Service Provider’s Obligations. 6.14.1 The Service Provider must- 4.1.1 ensure that the Key Account Manager contemplated in its Proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; 4.1.2 ensure that Service Provider’s Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; 4.1.3 execute the Services, as contemplated in the RFP; 4.1.4 monitor implementation of the Services against set targets, costs and timeframes; 4.1.5 ensure that the Service Provider’s Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; 4.1.6 charge fees for Services rendered to SARS in accordance with the SARS approved pricing; 4.1.7 take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; 4.1.8 ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; and 4.1.9 the Service Provider must implement the Services in line with this Agreement. 4.2 For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider shall must provide SARS and its auditors access at all times provide reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Contract Standard and in accordance Service Provider’s compliance with the Contract Documents and terms of this Agreement and/or to the reasonable satisfaction of the Authorised Officer at such times and locations as the Authorised Officer may require and shall ensure that the Services at all times enable SARS to comply with and meet all the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Contract Documents, Good Industry Practice, Guidance and all applicable EService Provider’s non-ACT Policies and Legislation compliance with effect from the Commencement Date. 6.2. Without prejudice to the foregoing, prior to the Commencement Date E-ACT may upon reasonable notice require terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, the Service Provider's Representative and any deputies to meet with the Authorised Officer to discuss transitional arrangements for the transfer of the responsibility for the Services to the Service Provider. Each party agrees to take in which event such reasonable steps as are necessary to ensure an efficient transition. 6.3. The Service Provider shall, where requested so to do by the Authorised Officer, attend any meetings with the Authorised Officer at such times and locations as the Authorised Officer may require which may costs will be arranged between the Authorised Officer and any members of the public and/or organisations, E-ACT staff, officers or trustees of E-ACT concerned with the Services. The Authorised Officer shall give the Service Provider reasonable notice of such meetings which may take place outside the Service Provider's normal working hours. 6.4. The Service Provider shall inform the Authorised Officer forthwith and shall immediately confirm to the Authorised Officer by e-mail if the Service Provider is unable or fails to provide the Services or any part thereof, or if the Service Provider is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of E-ACT which prevents or hinders or which may prevent or hinder the Service Provider from complying with the Contract giving details of the circumstances, reasons and likely duration. The provision of information under this clause shall not in any way release or excuse the Service Provider from any of its obligations under the Contract. 6.5. If the Service Provider is unable or persistently fails to provide the Services or any part thereof in accordance with the requirements of the Contract Documents, E-ACT may itself provide or may employ and pay alternative providers to provide the Services or any part thereof, the reasonable costs thereof being borne by the Service Provider. E-ACT’s powers under this clause 6.5 shall not be exercised unreasonably or vexatiously. E-ACT’s rights under this clause 6.5 shall be without prejudice to any other rights or remedies which it may possess. 6.6. The Service Provider shall at all times and in all respects comply with E-ACT’s Financial Regulations, Procurement Procedures and Scheme of Delegation, copies of which can be obtained by request in writing to the Authorised Officer. 6.7. The Service Provider shall as may be necessary or desirable co- operate, liaise with and co-ordinate its activities with those of any other service provider or sub-contractor employed directly or indirectly by E- ACT and shall provide the Services in harmony with and at no detriment to any other service provided by or on behalf of or to E-ACT. If the Service Provider or its Employees default in complying or fail to comply with this clause 6.7, then any reasonable costs, expenses, liabilities or damages incurred by E-ACT as a consequence thereof, including the reasonable cost to E-ACT of the time spent by its officers as a result of the default or failure, may be deducted from any sums due or to become due to the Service Provider under this Contract or shall be recoverable from the Service Provider by E-ACT as a debt 6.8. The Service Provider shall assist E-ACT in the provision of its duties under section 17 of the Crime and Disorder Act 1998.