Common use of Supplier Obligations Clause in Contracts

Supplier Obligations. 5.1 Where requested to do so by the Authority pursuant to this Agreement, the Supplier shall: 5.1.1 provide the Services; and 5.1.2 deliver the Deliverables to the Authority in accordance with the Assurance Process and the relevant Project Plan, in accordance with this Agreement and shall allocate sufficient resources to the Project to enable it to comply with these obligations. 5.2 The Supplier shall: 5.2.1 co-operate with the Authority in all matters relating to the Services and the Project; 5.2.2 appoint the Supplier's Team, who shall be suitably skilled, experienced and qualified to carry out the Services; 5.2.3 appoint and, at the written request of the Authority, replace without delay the Key Personnel and/or any member of the Clinical Team; 5.2.4 procure the availability of the Key Personnel and the Clinical Team to provide the Services during the Term and ensure (to the extent possible) that the members of the Clinical Team remain involved with those aspects of the Project to which they contribute; 5.2.5 promptly inform the Authority of the absence (or anticipated absence) of any of the Key Personnel or member of the Supplier's Team material to the supply of the Services. If the Authority requires, the Supplier shall provide a suitably qualified replacement; 5.2.6 not make any changes to the Key Personnel or the Clinical Team without the prior written approval of the Authority (such approval not to be unreasonably withheld or delayed); and 5.2.7 ensure that the Supplier's Team use reasonable skill and care and comply with Good Industry Practice in the performance of the Services. 5.3 The Supplier shall: 5.3.1 notify the Authority as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; and 5.3.2 before the date on which the Services are to start, obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to: 5.3.2.1 the Services; and 5.3.2.2 the use of all Documents, information and materials provided by the Supplier or its agents, subcontractors, consultants or employees relating to the Services or the Deliverables which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications or any of the pre-existing materials specified in the Project Plan. 5.4 The Supplier shall meet the Project Milestones specified in the Project Plan. Where the Supplier fails to meet any Delivery Milestones, the Authority may (without prejudice to any other rights it may have) treat the Supplier's failure as an Event of Default for the purposes of clause 27.1 provided that failure to meet any Milestone other than a Delivery Milestone shall not constitute an Event of Default for the purposes of clause 27.1. Time shall be of the essence as to the completion of the Delivery Milestones. 5.5 If the performance of the Services by the Supplier is delayed by reason of any material act or default on the part of the Authority, including a failure by the Authority to exercise its rights of approval or rejection within the time limits specified in the Agreement, ("Authority Default") the Supplier shall promptly notify the Authority of such Authority Default, giving sufficient detail to enable the Authority to locate and rectify the Authority Default, following which the Supplier shall be allowed a reasonable extension of time for completion of the Services so affected, save the Supplier shall only be entitled to such extension of time where the relevant Authority Default directly restricts, delays or precludes performance of the Services by the Supplier and/or materially increases the costs of the Supplier in performing the Services. The Supplier acknowledges the importance to the Authority of achieving the Delivery Milestones and agrees to use its reasonable endeavours to achieve the Delivery Milestones, notwithstanding any Authority Default. 5.6 If the Supplier becomes aware of any unauthorised use of any of the Deliverables or any part thereof and such unauthorised use could interfere or does interfere with the Authority's exploitation of any of the Authority Rights, the Supplier shall notify the Authority as soon as reasonably practicable. The Supplier shall use reasonable endeavours to co-operate with the Authority and provide the Authority with all reasonable assistance as the Authority may request with respect to any such unauthorised use.

Supplier Obligations. 5.1 3.1. The Supplier shall from the date set in the Order and for the duration of this Agreement provide the Services to GoCardless and/or GoCardless’ Affiliates in accordance with the terms of this Agreement. Where Supplier provides the Services to any GoCardless Affiliates, any terms in this Agreement relating to the provision of the Services to GoCardless shall be deemed to apply mutatis mutandis to the provision of Services to such GoCardless’ Affiliates. 3.2. The Supplier shall meet any performance dates for the Services specified in the Order, including the Delivery Date if specified, or notified to the Supplier by GoCardless, as the case may be. 3.3. In providing the Services, the Supplier warrants that it shall: 3.3.1. co-operate with GoCardless in all matters relating to the Services, and comply with all instructions of the GoCardless; 3.3.2. provide any information reasonably requested by XxXxxxxxxx from time to time in relation to ensuring compliance by the Supplier with any relevant laws, including but not limited to anti-bribery law; 3.3.3. perform the Services with reasonable care, skill and diligence in accordance with Good Industry Practice; 3.3.4. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Agreement; 3.3.5. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any GoCardless Supplier Agreement V1118.0 1/5 purpose expressly or impliedly made known to the Supplier by XxXxxxxxxx; 3.3.6. provide all equipment, tools and vehicles and such other items as are required to provide the Services; 3.3.7. obtain and at all times maintain all necessary licences; 3.3.8. comply with all applicable laws, statutes, regulations and codes from time to time in force; 3.3.9. hold all materials, equipment and tools, drawings, specifications and data supplied by GoCardless to the Supplier (GoCardless Materials) in safe custody at its own risk, maintain the GoCardless Materials in good condition until returned to GoCardless, and not dispose or use the GoCardless Materials other than in accordance with GoCardless’ written instructions or authorisation; 3.3.10. not do or omit to do so by anything which may cause GoCardless to lose any licence, authority, consent or permission on which it relies for the Authority pursuant purposes of conducting its business, and the Supplier acknowledges that GoCardless may rely or act on the Services; and 3.3.11. comply with any obligations set out in the Order. 3.4. Where in the reasonable opinion of GoCardless the Supplier has failed to provide the Services or any part of them in accordance with this Agreement, the Supplier shall: 5.1.1 provide the Services; and 5.1.2 deliver the Deliverables , without prejudice to the Authority in accordance with the Assurance Process and the relevant Project Plan, in accordance with this Agreement and shall allocate sufficient resources to the Project to enable it to comply with these obligations. 5.2 The Supplier shall: 5.2.1 co-operate with the Authority in all matters relating to the Services and the Project; 5.2.2 appoint the Supplier's Team, who shall be suitably skilled, experienced and qualified to carry out the Services; 5.2.3 appoint and, at the written request of the Authority, replace without delay the Key Personnel and/or any member of the Clinical Team; 5.2.4 procure the availability of the Key Personnel and the Clinical Team to provide the Services during the Term and ensure (to the extent possible) that the members of the Clinical Team remain involved with those aspects of the Project to which they contribute; 5.2.5 promptly inform the Authority of the absence (or anticipated absence) of any of the Key Personnel GoCardless’s other rights, re-perform the Services or member part thereof as requested by XxXxxxxxxx at no additional cost and within such period of time as reasonably specified by GoCardless. 3.5. The Supplier shall deliver the Supplier's Team material Services at the times and dates and to the supply of the Services. If the Authority requires, the Supplier shall provide a suitably qualified replacement; 5.2.6 not make any changes to the Key Personnel or the Clinical Team without the prior written approval of the Authority (such approval not to be unreasonably withheld or delayed); and 5.2.7 ensure that the Supplier's Team use reasonable skill and care and comply with Good Industry Practice Premises as specified in the performance of Purchase Order. Unless otherwise stated in the Services. 5.3 The Supplier shall: 5.3.1 notify the Authority as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; and 5.3.2 before the date on which Purchase Order, where the Services are delivered by the subcontractor, the point of delivery shall be when the Services are delivered to startthe Premises, obtainaccepted, and at all times maintain, all necessary licences signed for by GoCardless. 3.6. Title and consents and comply with all relevant legislation risk in relation to: 5.3.2.1 the Services; and 5.3.2.2 the use of all Documents, information and materials provided by the Supplier or its agents, subcontractors, consultants or employees relating to the Services or the Deliverables which existed prior to the commencement of this Agreementshall, including computer programs, data, reports and specifications or any of the pre-existing materials specified in the Project Plan. 5.4 The Supplier shall meet the Project Milestones specified in the Project Plan. Where the Supplier fails to meet any Delivery Milestones, the Authority may (without prejudice to any other rights it may have) treat or remedies of GoCardless, pass to GoCardless at the Supplier's failure as an Event time of Default for the purposes its acknowledgement of clause 27.1 provided that failure to meet any Milestone other than a Delivery Milestone shall not constitute an Event of Default for the purposes of clause 27.1delivery. 3.7. Time GoCardless shall be of the essence as entitled to the completion of the Delivery Milestones. 5.5 If inspect and examine the performance of the Services by at the Supplier's Premises and notify Supplier is delayed by reason of its intention to do so at any material act other Premises where all or default on the any part of the Authority, including a failure by the Authority to exercise its rights of approval or rejection within the time limits specified in the Agreement, ("Authority Default") the Supplier shall promptly notify the Authority of such Authority Default, giving sufficient detail to enable the Authority to locate and rectify the Authority Default, following which the Supplier shall be allowed a reasonable extension of time for completion of the Services so affected, save the Supplier shall only be entitled to such extension of time where the relevant Authority Default directly restricts, delays or precludes performance of the Services by the Supplier and/or materially increases the costs of the Supplier in performing the Services. The Supplier acknowledges the importance to the Authority of achieving the Delivery Milestones and agrees to use its reasonable endeavours to achieve the Delivery Milestones, notwithstanding any Authority Defaultare being performed. 5.6 If the Supplier becomes aware of any unauthorised use of any of the Deliverables or any part thereof and such unauthorised use could interfere or does interfere with the Authority's exploitation of any of the Authority Rights, the Supplier shall notify the Authority as soon as reasonably practicable. The Supplier shall use reasonable endeavours to co-operate with the Authority and provide the Authority with all reasonable assistance as the Authority may request with respect to any such unauthorised use.