Common use of SERVICE PROVIDER’S PERSONNEL Clause in Contracts

SERVICE PROVIDER’S PERSONNEL. The Parties agree that: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) do not apply on the Agreement Commencement Date or on the expiry or termination of this Agreement; and where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) apply to any Call-off Contract, the relevant optional clauses will be included in the Call-Off Contract. Nothing in this Agreement or any Call-Off Contract will render the Service Provider’s Personnel, an employee, agent or partner of the Authority or of any member of the Authority Group by virtue of the provision of the Services by the Service Provider under this Agreement or Call-Off Contract and the Service Provider shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Service Provider’s Personnel. The Service Provider shall provide the Service Provider’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the relevant Call-Off Contract. All Service Provider Personnel deployed on work relating to the Call-Off Contract shall have the appropriate qualifications and competence, be properly managed and supervised and in these and any other respects be acceptable to the Authority. Without prejudice to any of the Authority’s other rights, powers or remedies, the Authority may (without liability to the Service Provider) deny access to such Service Provider’s Personnel to any Authority Premises and/or require that any Service Provider’s Personnel be immediately removed from performing the Services if such Service Provider’s Personnel in the Authority's view have not been properly trained in any way required by a relevant Call-Off Contract, are otherwise incompetent, negligent, guilty of misconduct or could be a danger to any person. The Authority shall notify the Service Provider of such denial and/or requirement in writing and the Service Provider shall comply with such notice and provide a suitable replacement (with the Call-Off Co-Ordinator’s prior consent in the case of Key Personnel). The Service Provider shall give the Authority, if so requested, full particulars of all persons who are or may be at any time employed on the relevant Call- Off Contract and shall take all reasonable steps to avoid changes to any of its staff designated as Key Personnel. The Service Provider shall give the Authority reasonable notice of any proposals to change Key Personnel and Clause 10.2 shall apply to the proposed replacement personnel. . The Service Provider shall indemnify, keep indemnified and hold harmless the Authority from and against all Losses which the Authority or the Authority Group incur or suffer in relation to the Service Provider’s Personnel or any person who may allege to be the same (whenever such Losses may arise) or any failure by the Service Provider to comply with Clause 8.4. The Service Provider shall pay to the Service Provider’s Personnel not less than the amounts declared to the Authority (if any) as part of the tender process for this Agreement and the relevant Call-Off Contract and not less than the amounts to which the Service Provider’s Personnel are contractually entitled.

SERVICE PROVIDER’S PERSONNEL. The Parties agree that: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) do not apply on the Agreement Commencement Date or on the expiry or termination of this Agreement; and where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) apply to any Call-off Contract, the relevant optional clauses will be included in the Call-Off Contract. Nothing in this Agreement or any Call-Off Contract will render the Service Provider’s Personnel shall be regarded at all times as employees, agents or Subcontractors of the Service Provider and no relationship of employer and employee shall arise between Transnet and any Service Provider Personnel under any circumstances regardless of the degree of supervision that may be exercised over the Personnel by Transnet. The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any other country in which the Services are to be performed. The Service Provider will ensure that its Personnel comply with all reasonable requirements made known to the Service Provider by Transnet concerning conduct at any Transnet premises or any other premises upon which the Services are to be performed [including but not limited to security regulations, policy standards and codes of practice and health and safety requirements]. The Service Provider will ensure that such Personnel at all times act in a lawful and proper manner in accordance with these requirements. Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or whose presence would be in breach of any rules and regulations governing Transnet's Personnel, an employee, agent or partner of provided that Transnet notifies the Authority or Service Provider of any member such refusal [with reasons why]. The reasonable exclusion of any such individual from such premises shall not relieve the Authority Group by virtue Service Provider from the performance of its obligations under this Agreement. The Service Provider agrees to use all reasonable endeavours to ensure the provision continuity of its Personnel assigned to perform the Services Services. If any re-assignment by the Service Provider under this Agreement of those Personnel is necessary, or Call-Off Contract and if Transnet advises that any such Personnel assigned are in any respect unsatisfactory, including where any such Personnel are, or are expected to be or have been absent for any period, then the Service Provider will promptly supply a replacement of equivalent calibre and experience, and any such replacement shall be responsible for making appropriate deductions for tax and national insurance contributions approved by Transnet prior to commencing provision of the Services, such approval not to be unreasonably withheld or delayed. SUBCONTRACTING The Supplier/Service Provider may only enter into a subcontracting arrangement or replace a subcontractor with the approval of Transnet. If the Supplier/Service Provider subcontracts a portion of the contract to another person without declaring it to Transnet reserves the right to penalise the Supplier/Service Provider up to 10% of the value of the contract. Where the Supplier/Service Provider seeks to replace a subcontractor Transnet shall be entitled to obtain representations or input from the remuneration paid to the Service Provider’s Personnel. The Service Provider shall provide the Service Provider’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the relevant Call-Off Contract. All Service Provider Personnel deployed on work relating to the Call-Off Contract shall have the appropriate qualifications and competence, be properly managed and supervised and in these and any other respects be acceptable to the Authority. Without prejudice to any of the Authority’s other rights, powers or remedies, the Authority may (without liability to the Service Provider) deny access to such Service Provider’s Personnel to any Authority Premises and/or require that any Service Provider’s Personnel be immediately removed from performing the Services if such Service Provider’s Personnel in the Authority's view have not been properly trained in any way required by a relevant Call-Off Contract, are otherwise incompetent, negligent, guilty of misconduct or could be a danger to any person. The Authority shall notify the Service Provider of such denial and/or requirement in writing and the Service Provider shall comply with such notice and provide a suitable replacement (with the Call-Off Co-Ordinator’s prior consent in the case of Key Personnel). The Service Provider shall give the Authority, if so requested, full particulars of all persons initial subcontractor who are or may be at any time employed on the relevant Call- Off Contract and shall take all reasonable steps to avoid changes to any of its staff designated as Key Personnel. The Service Provider shall give the Authority reasonable notice of any proposals to change Key Personnel and Clause 10.2 shall apply to the proposed replacement personnel. . The Service Provider shall indemnify, keep indemnified and hold harmless the Authority from and against all Losses which the Authority or the Authority Group incur or suffer in relation to the Service Provider’s Personnel or any person who may allege to be the same (whenever such Losses may arise) or any failure by the Service Provider to comply with Clause 8.4. The Service Provider shall pay to the Service Provider’s Personnel not less than the amounts declared to the Authority (if any) as was part of the tender process for this Agreement and whose credentials were used in the relevant Call-Off Contract and not less than the amounts to which the Supplier/Service Provider’s Personnel are contractually entitledtender submission. Transnet shall consider input from all parties concerned, in order to take a decision on the proposed replacement of the subcontractor. The subcontracting arrangement or contract remains between the Supplier/Service Provider (main contractor) and the subcontractor. Should Transnet approve the Supplier’s/Service Provider’s subcontracting arrangement, the Supplier/Service Provider and not the Sub-contractor will at all times be held liable for performance in terms of its contractual obligations. The Supplier/Service Provider may not subcontract in such a manner that the local production and content of the overall value of the contract is reduced to below the stipulated minimum threshold. The Supplier/Service Provider may not subcontract more than 25% of the value of the contract to any other enterprise that does not have an equal or higher B-BBEE status level of contributor than the Supplier/Service Provider, unless the contract is subcontracted to an Exempted Micro Enterprise (EME) that has the capability and ability to execute the Subcontract.

SERVICE PROVIDER’S PERSONNEL. The Parties agree that: confirm that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) amended do not apply on the Agreement Contract Commencement Date or on the expiry or termination of this Agreement; and where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) apply to any Call-off Contract, the relevant optional clauses will be included in the Call-Off Contract. Nothing in this Agreement or any Call-Off Contract will render the Service Provider’s Personnel, an employee, agent or partner of the Authority or of or, where TfL is the Authority any member of the Authority TfL Group by virtue of the provision of the Services by the Service Provider under this Agreement or Call-Off Contract the Contract, and the Service Provider shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Service Provider’s Personnel. The Service Provider shall provide the Service Provider’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the relevant Call-Off Contract. All Service Provider Personnel personnel deployed on work relating to the Call-Off Contract shall have the appropriate qualifications and competence, be properly managed and supervised and in these and any other respects be acceptable to the Authority. Without prejudice to any of the Authority’s other rights, powers or remedies, the Authority may (without liability to the Service Provider) deny access to such Service Provider’s Personnel to any Authority Premises and/or require that any Service Provider’s Personnel be immediately removed from performing the Services if such Service Provider’s Personnel in the Authority's view have not been properly trained in any way required by a relevant Call-Off Contract, this Contract and/or are otherwise incompetent, negligent, and/or guilty of misconduct or and/or who could be a danger to any person. The Authority person and shall notify the Service Provider of such denial and/or requirement in writing and writing; the Service Provider shall comply with immediately remove such notice Service Provider’s Personnel from performing the Services and provide a suitable replacement (with the Call-Off Co-OrdinatorContract Manager’s prior consent in the case of Key Personnel). The Service Provider shall give the Authority, if so requested, full particulars of all persons who are or may be at any time employed on the relevant Call- Off Contract and shall take all reasonable steps to avoid changes to any of its staff designated in the Contract as Key Personnel. The Service Provider shall give the Authority reasonable notice of any proposals to change Key Personnel and Clause 10.2 8.3 shall apply to the proposed replacement personnel. . The Notwithstanding Clause 8.1, the Service Provider shall indemnify, keep indemnified and hold harmless the Authority from and against all Losses which the Authority or where TfL is the Authority the TfL Group incur or suffer in relation to suffer, whenever such Losses may arise or be brought by the Service Provider’s Personnel or any person who may allege to be the same (whenever such Losses may arise) or any failure by the Service Provider to comply with Clause 8.4same. The Service Provider shall pay to the Service Provider’s Personnel not less than the amounts declared to the Authority (if any) as part of the tender process for this Agreement and the relevant Call-Off Contract and not less than the amounts to which the Service Provider’s Personnel are contractually entitled. The Service Provider shall provide training to the Authority’s personnel (including its employees, officers, suppliers, sub-contractors and agents) as specified in Schedule 1.

SERVICE PROVIDER’S PERSONNEL. The Parties agree that: confirm that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) amended do not apply on the Agreement Contract Commencement Date or on the expiry or termination of this Agreement; and where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) apply to any Call-off Contract, the relevant optional clauses will be included in the Call-Off Contract. Nothing in this Agreement or any Call-Off Contract will render the Service Provider’s Personnel, an employee, agent or partner of the Authority or of or, where TfL is the Authority any member of the Authority TfL Group by virtue of the provision of the Services by the Service Provider under this Agreement or Call-Off Contract the Contract, and the Service Provider shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Service Provider’s Personnel. The Service Provider shall provide the Service Provider’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the relevant Call-Off Contract. All Service Provider Personnel personnel deployed on work relating to the Call-Off Contract shall have the appropriate qualifications and competence, be properly managed and supervised and in these and any other respects be acceptable to the Authority. Without prejudice to any of the Authority’s other rights, powers or remedies, the Authority may (without liability to the Service Provider) deny access to such Service Provider’s Personnel to any Authority Premises and/or require that any Service Provider’s Personnel be immediately removed from performing the Services if such Service Provider’s Personnel in the Authority's view have not been properly trained in any way required by a relevant Call-Off Contract, this Contract and/or are otherwise incompetent, negligent, and/or guilty of misconduct or and/or who could be a danger to any person. The Authority person and shall notify the Service Provider of such denial and/or requirement in writing and writing; the Service Provider shall comply with immediately remove such notice Service Provider’s Personnel from performing the Services and provide a suitable replacement (with the Call-Off Co-OrdinatorContract Manager’s prior consent in the case of Key Personnel). The Service Provider shall give the Authority, if so requested, full particulars of all persons who are or may be at any time employed on the relevant Call- Off Contract and shall take all reasonable steps to avoid changes to any of its staff designated in the Contract as Key Personnel. The Service Provider shall give the Authority reasonable notice of any proposals to change Key Personnel and Clause 10.2 8.3 shall apply to the proposed replacement personnel. . The Notwithstanding Clause 8.1, the Service Provider shall indemnify, keep indemnified and hold harmless the Authority from and against all Losses which the Authority or where TfL is the Authority the TfL Group incur or suffer in relation to suffer, whenever such Losses may arise or be brought by the Service Provider’s Personnel or any person who may allege to be the same (whenever such Losses may arise) or any failure by the Service Provider to comply with Clause 8.4same. The Service Provider shall pay to the Service Provider’s Personnel not less than the amounts declared to the Authority (if any) as part of the tender process for this Agreement and the relevant Call-Off Contract and not less than the amounts to which the Service Provider’s Personnel are contractually entitled.. The Service Provider shall provide training to the Authority’s personnel (including its employees, officers, suppliers, sub-contractors and agents) as agreed in the tender..