Common use of Supplier Obligations Clause in Contracts

Supplier Obligations. ‌ 6.1 The Supplier warrants, undertakes and represents that: 6.1.1 the Deliverables will conform with the Specification; 6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known to the Supplier; 6.1.3 its obligations under this Agreement will be performed promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligations; 6.1.4 the Deliverables comply with applicable laws and regulations; 6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodes; 6.1.6 the Deliverables will be free from all defects in materials, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantity, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurate; and 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 The Supplier warrants, undertakes and represents thatshall: 6.1.1 at all times allocate sufficient resources to supply the Deliverables will conform Services in accordance with the Specificationthis Contract; 6.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Goods Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 6.1.3 obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 6.1.4 ensure the Supplier Assets and the Accommodation used in the performance of the Services will be fit free of all Encumbrances (except as agreed in writing with the Authority); 6.1.5 ensure that in the performance of its obligations under this Contract it does not disrupt the operations of the Authority or any Other Supplier; 6.1.6 ensure that any documentation, information and training provided to the Authority under this Contract is comprehensive, accurate and prepared in accordance with Good Industry Practice; 6.1.7 co-operate with the Other Supplier(s) to enable such Other Supplier(s) to provide services to the Authority and, on the expiry or termination of this Contract for their intended purpose expressly any reason, to enable the timely mobilisation of the Services (or impliedly made known any of them) to the Authority and/or to any Replacement Supplier in accordance with Schedule 11 and the Exit Plan, including: (a) providing reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s); and (b) entering into such agreements and collaborative arrangements which may be reasonably required by the Authority from time to time; 6.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties and indemnities are held on trust, at its cost enforce such warranties and indemnities in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 6.1.3 6.1.9 unless it can demonstrate to the Authority, acting reasonably, that it is unable to do so, assign to the Authority on the Authority's written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 6.1.8; 6.1.10 provide the Authority with such advice and assistance as the Authority may reasonably require during the Contract Period in respect of the supply of the Services; 6.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier's compliance with its obligations under this Agreement will be performed promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligationsContract; 6.1.4 6.1.12 as soon as the Deliverables comply with applicable laws and regulationsSupplier becomes aware, immediately notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned or in contemplation; 6.1.5 6.1.13 notify the Deliverables comply with all relevant British Standards Institution specifications and EN EurocodesAuthority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier where such change has a material adverse effect on the Supplier's ability to deliver the Services and/or perform its obligations under this Contract; 6.1.6 6.1.14 subject to Clause 29.6, notify the Deliverables will be free from all defects Authority in materialswriting within ten (10) Working Days of their occurrence, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of actions, suits or proceedings or regulatory investigations before any third party resulting from their use court or resale 6.1.8 the Goods will be free from any lienadministrative body or arbitration tribunal pending or, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantityits knowledge, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 threatened against it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary might affect its ability to perform its obligations under the Agreementthis Contract; 6.1.11 all information provided by 6.1.15 ensure that neither it, nor any of its Affiliates or at the direction of Personnel, bring the Supplier into disrepute by engaging in any act or omission which is truereasonably likely to diminish the trust that the public places in the Authority, complete regardless of whether or not such act or omission is related to the Supplier's obligations under this Contract; 6.1.16 perform its obligations under this Contract in accordance with the Authority's environmental policy which is to conserve energy, water, wood, paper and accurate; andother resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, violate organic compounds and other substances damaging to health and the environment; 6.1.12 it shall6.1.17 comply with the Prison Service Instructions, Probation Instructions and the prison procedures prescribed by the Prison Service Orders (including any replacement policy frameworks or mandatory minimum requirements which may be introduced by the Authority from time to time); 6.1.18 implement and demonstrate compliance with the Quality Assurance Arrangements; 6.1.19 use its reasonable endeavours to minimise the amount of Actual Bad Debts and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due provide to the Supplier following Authority such information as the date such documentation is required (or Authority may reasonably inferred as being required) and require in relation to the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified Actual Bad Debts suffered by the relevant authorities (where appropriate)Supplier in each Quarter. 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 5.1. The Supplier warrantsshall: (a) supply the Goods and perform the Services in accordance with all Applicable Law and ensure that all Supplier’s Personnel comply with Applicable Law; (b) co-operate with TUK in all matters relating to this Agreement; (c) provide TUK with such information and assistance as TUK may reasonably require to enable TUK to comply with its own legal obligations (including pursuant to the requirements of the Health and Safety at Work Xxx 0000, undertakes the Transport and represents that: 6.1.1 Works Act 1992 and any other Applicable Law); (d) on or before provision of the Deliverables will conform Services, supply such documents and information as TUK may from time to time request in relation to the Goods and/or Services, including: delivery and advice notes; certificates of conformity; instructions as to handling, storage, use, care, maintenance and safety; warning labels dealing with any hazards or threats to safety; drawings and designs; and maintenance manuals; (e) obey, and shall ensure that the Supplier’s Personnel shall obey, all reasonable instructions of TUK in connection with the Specification; 6.1.2 provision of the Goods will be fit for their intended purpose expressly or impliedly made known and/or Services; (f) comply with any TUK policies and procedures advised to the Supplier; 6.1.3 ; (g) observe, and ensure that the Supplier’s Personnel observe, all health and safety rules and regulations and any other reasonable security requirements that apply at the Location or any of TUK's other premises where applicable (and TUK reserves the right to refuse the Supplier’s Personnel access to its premises or any part thereof, which access shall only be given to the extent necessary for the performance of the Services); (h) notify TUK as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; (i) provide regular updates to TUK regarding the provision of the Services (in particular advising of any actual or anticipated delays) and supply to TUK all information and/or progress reports relating to the Services as TUK may reasonably require; (j) provide all equipment and other facilities necessary for the performance of its obligations under pursuant to this Agreement will be performed promptly Agreement, including all equipment, tools, consumable materials, protective clothing and diligently and with due skill and careother facilities necessary for the provision of the Goods and/or Services; (k) before the date on which any Services are to start, obtain, and in accordance with Good Industry Practice by appropriate numbers at all times maintain during the term of skilledthis Agreement, trained all necessary licences and efficient personnel with sufficient knowledge consents and experience to enable it to perform the obligations; 6.1.4 the Deliverables comply with applicable laws and regulations; 6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodes; 6.1.6 legislation in relation to the Deliverables will be free from Services; (l) not permit any of the Supplier’s Personnel to endeavour to supply any of the Services and/or to access the Location: i. having just consumed, or being under the influence of, alcohol or drugs; ii. when in possession of prohibited drugs; or iii. whilst consuming alcohol or drugs; (m) subject to TUK’s prior written approval, appoint or, at TUK’s request, replace without delay: i. the Supplier's manager in respect of the Services, who shall have authority under this Agreement contractually to bind the Supplier on all defects in materials, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 matters relating to the Goods will and/or Services; and ii. Key Personnel, who shall be free from any liensuitably skilled, charge or encumbrance; 6.1.9 any Deliverables will conform experienced and qualified to the quantity, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction carry out specific elements of the Supplier is true, complete and accurate; and 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.Services;

Supplier Obligations. ‌ 6.1 The Supplier warrants, undertakes and represents that: 6.1.1 the Deliverables will conform with the Specification; 6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known to the Supplier; 6.1.3 its obligations under this Agreement will Services shall be performed promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers the specification detailed in Schedule 1 and to achieve the key performance indicators detailed in Schedule 2, and/or as amended from time to time and shall comply at all times with; ESF Requirements including for the avoidance of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligations; 6.1.4 the Deliverables comply with doubt ESF Branding Requirements Data Protection Legislation Confidentiality provisions as set out in this Agreement All applicable laws and regulations; 6.1.5 legislation The Supplier shall carry out the Deliverables provision of Services in an expert and diligent manner using all reasonable care and attention in accordance with good industry standard and to promptly and faithfully comply with and observe any and all lawful and proper requests which may be made by SEETEC (or by such other person or persons as they may nominate from time to time under this Agreement) and: - in case of illness, accident, absence on leave or any other reason preventing the performance of the Services by any of its staff, the Supplier shall immediately upon becoming aware of such an event, notify SEETEC of such illness, accident, absence on leave or other reason; without charge to SEETEC correct any defective work carried out as part of or comprising the Services; use its reasonable endeavours to ensure that the provision of the Services does not infringe any third party’s Intellectual Property Rights or copyright and hereby indemnifies and keeps SEETEC indemnified against any infringement of any third-party rights in such that may occur; will not perform any act likely to prejudice the operation of SEETEC’s systems or the efficiency of SEETEC’s business and in particular, not to install on SEETEC's computer equipment and/or systems any equipment, software or electronic files or anything else that are not authorised in advance by SEETEC; and ensure that any employees and/or staff (and/or consultants and/or sub-contractors where applicable) meet and continue to comply with all relevant British Standards Institution specifications legislative requirements necessary to enable each and EN Eurocodes; 6.1.6 every one of them to deliver the Deliverables Services to the standard set out above. This will include, (but in no-way be free from all defects in materials, workmanship and (where requiredlimited to) installation; 6.1.7 ensuring that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 relevant individuals are entitled to work within the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantity, description United Kingdom and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurate; and 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of satisfy any and all sums due relevant checks as to their suitability to deliver the Supplier following the date Services such documentation is required (or reasonably inferred as being required) appropriate security vetting and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate)Safeguarding checks. 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 7.1 The Supplier warrants, undertakes and represents thatshall: 6.1.1 7.1.1 at all times allocate sufficient resources to supply the Deliverables will conform Services in accordance with the SpecificationContract; 6.1.2 7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Goods Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 7.1.4 ensure the Supplier Assets used in the performance of the Services will be fit free of all encumbrances (except as agreed in writing with the Authority); 7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel; 7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Portal and Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice; 7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for their intended purpose expressly any reason, to enable the timely transition of the Services (or impliedly made known any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier; 7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub-contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 6.1.3 7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8; 7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services; 7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Agreement will be performed promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligationsContract; 6.1.4 7.1.12 notify the Deliverables comply with applicable laws and regulationsAuthority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place; 6.1.5 7.1.13 notify the Deliverables comply with all relevant British Standards Institution specifications and EN EurocodesAuthority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier; 6.1.6 7.1.14 subject to Clause 33.6, notify the Deliverables will be free from all defects Authority in materialswriting within ten (10) Working Days of their occurrence, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of actions, suits or proceedings or regulatory investigations before any third party resulting from their use court or resale 6.1.8 the Goods will be free from any lienadministrative body or arbitration tribunal pending or, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantityits knowledge, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 threatened against it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary might affect its ability to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurateContract; and 6.1.12 it shall7.1.15 ensure that neither it, and shall procure nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that its Subcontractors shallthe public places in that Commissioning Body, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification regardless of all documentation required to comply with Statutory Requirements (including, but whether or not limited to building control certification) such act or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due omission is related to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate)Supplier’s obligations under this Contract. 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 The Supplier warrants, undertakes and represents that4.1 SUPPLIER shall: 6.1.1 4.1.1 provide the Services and/or deliver the Deliverables will conform in accordance with the Specificationterms and conditions of this MSA and each Statement of Work; 6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known to the Supplier; 6.1.3 4.1.2 comply with its obligations under this Agreement will be performed MSA and each Statement of Work; 4.1.3 ensure that the Services and Deliverables comply with any agreed Specifications; 4.1.4 provide any Services and deliver any Deliverables promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligationsPractice; 6.1.4 the Deliverables comply with applicable laws and regulations; 6.1.5 the Deliverables 4.1.5 procure that all SUPPLIER Personnel shall comply with all relevant British Standards Institution specifications policies and EN Eurocodesworking procedures of CLIENT (and any amendments thereto) made known by CLIENT to SUPPLIER or any SUPPLIER Personnel; 6.1.6 the Deliverables will be free 4.1.6 procure that all SUPPLIER Personnel shall, while on CLIENT’s premises, conform in all respects with CLIENT’s reasonable instructions and requirements and any security, health and safety or any other policies and regulations that apply to CLIENT’s sites which are from all defects time to time in materials, workmanship and (where required) installationforce; 6.1.7 that 4.1.7 co-operate and liaise with CLIENT and with all other SUPPLIERs of related services to CLIENT to the extent reasonably necessary to facilitate the smooth and seamless provision of the Services and Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 the Goods will be free from any lien, charge or encumbranceto CLIENT; 6.1.9 4.1.8 not tamper with, modify or repair or alter in any Deliverables will conform way (whether indirectly or directly) any equipment or facilities of CLIENT and/or any Service Beneficiary except: (A) where it demonstrates to the quantityCLIENT’s reasonable satisfaction that such tampering, description and drawings (if any) contained modification, repair or referred alteration is necessary for SUPPLIER to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform fulfil its obligations under this MSA or any Statement of Work; or (B) with CLIENT's and/or the Agreement; 6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurateService Beneficiaries’ prior written consent; and 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out 4.1.9 in the Purchase Order. Provision of such documentation shall be a condition precedent to payment absence of any and all sums due to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification Timescales in a Statement of Work for completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the approval of standard and quality is a matter for the opinion Services and/or delivery of the ClientDeliverables, provide the Services and deliver the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed)CLIENT within a reasonable timeframe. 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 5.1. The Supplier warrants, undertakes and represents thatshall: 6.1.1 (a) supply the Deliverables will conform Goods and perform the Services in accordance with all Applicable Law and ensure that all Supplier’s Personnel comply with Applicable Law; (b) co-operate with C2C in all matters relating to this Agreement; (c) provide C2C with such information and assistance as C2C may reasonably require to enable C2C to comply with its own legal obligations (including pursuant to the requirements of the Health and Safety at Work Xxx 0000, the Transport and Works Act 1992 and any other Applicable Law); (d) on or before provision of the Services, supply such documents and information as C2C may from time to time request in relation to the Goods and/or Services, including: delivery and advice notes; certificates of conformity; instructions as to handling, storage, use, care, maintenance and safety; warning labels dealing with any hazards or threats to safety; drawings and designs; and maintenance manuals; (e) obey, and shall ensure that the Supplier’s Personnel shall obey, all reasonable instructions of C2C in connection with the Specificationprovision of the Goods and/or Services; 6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known (f) comply with any C2C policies and procedures advised to the Supplier; 6.1.3 (g) observe, and ensure that the Supplier’s Personnel observe, all health and safety rules and regulations and any other reasonable security requirements that apply at the Location or any of C2C's other premises where applicable (and C2C reserves the right to refuse the Supplier’s Personnel access to its premises or any part thereof, which access shall only be given to the extent necessary for the performance of the Services); (h) notify C2C as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; (i) provide regular updates to C2C regarding the provision of the Services (in particular advising of any actual or anticipated delays) and supply to C2C all information and/or progress reports relating to the Services as C2C may reasonably require; (j) provide all equipment and other facilities necessary for the performance of its obligations under pursuant to this Agreement will be performed promptly Agreement, including all equipment, tools, consumable materials, protective clothing and diligently and with due skill and careother facilities necessary for the provision of the Goods and/or Services; (k) before the date on which any Services are to start, obtain, and in accordance with Good Industry Practice by appropriate numbers at all times maintain during the term of skilledthis Agreement, trained all necessary licences and efficient personnel with sufficient knowledge consents and experience to enable it to perform the obligations; 6.1.4 the Deliverables comply with applicable laws and regulations; 6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodeslegislation in relation to the Services; 6.1.6 (l) not permit any of the Deliverables will be free from all defects in materialsSupplier’s Personnel to endeavour to supply any of the Services and/or to access the Location: i. having just consumed, workmanship and (where required) installationor being under the influence of, alcohol or drugs; 6.1.7 ii. when in possession of prohibited drugs; or iii. whilst consuming alcohol or drugs; (m) subject to C2C’s prior written approval, appoint or, at C2C’s request, replace without delay: i. the Supplier's manager in respect of the Services, who shall have authority under this Agreement contractually to bind the Supplier on all matters relating to the Goods and/or Services; and ii. Key Personnel, who shall be suitably skilled, experienced and qualified to carry out specific elements of the Services; (n) subject to clause 5.1(m), ensure that the Deliverables will not cause an infringement same person acts as the Supplier's manager throughout the term of any IPR of any third party resulting from their use or resale 6.1.8 the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantity, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the this Agreement; 6.1.11 all information provided by or at (o) procure the direction availability of the Supplier is trueSupplier’s Personnel, complete and accurate; andincluding any manager and/or Key Personnel, to provide the Services during the term of this Agreement; 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but p) not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of make any and all sums due changes to the Supplier following the date such documentation is required (Supplier's manager or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the any Key Personnel without C2C’s prior written approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused withheld or delayed); and (q) ensure that it provides a sufficient number of Supplier’s Personnel to provide the Services, all of whom shall: i. perform the Services using suitably qualified, careful, experienced, skilled and competent persons in the duties required of them and must ensure that every such person is properly trained and instructed and carries out the Services with regard to: the task that person has to perform; all relevant provisions of this Agreement; fire risks and fire precautions; the requirements of the Health and Safety at Work Xxx 0000 and other relevant legislation and codes of practice; ii. have the requisite level of qualifications and experience that might reasonably be expected given the nature of the Services; and iii. use reasonable skill and care in the performance of the Services. 6.4 5.2. The Supplier acknowledges and agrees that: (a) C2C is entering into this Agreement on the basis of the description of the Goods and/or Services in the Specification, which is accurate and complete in all material respects, and is not misleading; and (b) if it considers that C2C is not, or may not, be complying with any of C2C’s obligations, it shall only be entitled to rely on this as relieving the Supplier's performance under this Agreement: i. to the extent that it restricts or precludes performance of the Services by the Supplier; and ii. if the Supplier, promptly after the actual or potential non- compliance has come to its attention, has notified details of the same to C2C in writing. 5.3. The Supplier shall permit C2C, and any person nominated by it for this purpose, to have such access on request provide the warranties, undertakings and representations contained in this clause demand to the Clientpremises, personnel, systems, books and records of the Supplier, and any supplier or subcontractor of the Supplier, to ensure compliance with the provisions of this Agreement. If any audit carried out by C2C reveals any material non-compliance, C2C shall notify the Supplier in writing of the same as soon as reasonably practicable and the Supplier shall, at its own expense and as soon as reasonably practicable, rectify such non-compliance. C2C, at its sole discretion, shall be entitled, immediately and without liability, upon notice of any such non-compliance to suspend its obligations under this Agreement unless and until the Supplier has rectified such non- compliance to the satisfaction of C2C. If the Supplier fails to rectify such non-compliance within sixty days of receipt of the notice of non-compliance, C2C shall be entitled to treat such non-compliance as a breach not capable of remedy and may terminate this Agreement in accordance with clause 19.2.

Supplier Obligations. ‌ 6.1 The Supplier shall provide the Services from the date specified in the Service Contract or, if no date is specified, from the date such Service Contract comes into force in accordance with paragraph 1 of the Applicable Terms. The Supplier shall meet any performance dates or Milestones specified in the Service Contract, always provided that if no performance dates or Milestones are specified the Supplier shall perform the Services within a reasonable time. By entering into this Framework Agreement and in supplying the Services, the Supplier warrants, undertakes and represents that: 6.1.1 to CDW that it: holds the Deliverables Accreditation; meets and intends to continue to meet for at least the term of this Framework Agreement all necessary criteria to ensure it continues to hold the Accreditation; has done nothing whether by act or omission which may in any way jeopardise or cause the Supplier to lose (in full or in part) any element of the Accreditation; will immediately inform CDW if it becomes, is, or ought reasonably to have become aware of any acts, omissions or factors which may jeopardise or cause it to lose (in full or in part) any element of the Accreditation; shall perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; shall co-operate with CDW in all matters relating to the Services, and comply with all instructions of CDW; shall 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. CDW may for any reason decline to accept any persons (including replacements) proposed by the Supplier to work on the Services, and in such event the Supplier shall propose a replacement without delay; shall ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations in the Service Contract; shall ensure that there is no alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services (including the Deliverables); shall ensure that the Services will conform with all descriptions and specifications set out in the Specification; 6.1.2 Service Contract, and that the Goods will Services shall be fit for their intended any purpose expressly or impliedly made known to the Supplier; 6.1.3 its obligations under this Agreement will be performed promptly Supplier by CDW; shall provide all equipment, personnel, tools, vehicles and diligently other items required to provide the Services; shall ensure that all goods, materials, standards and with due skill techniques used in providing the Services are of the best quality and careare free from defects in workmanship, installation and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligations; 6.1.4 the Deliverables design; shall comply with all applicable laws and regulations; 6.1.5 ; shall observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of CDW or End- Customer’s premises; shall not do or omit to do anything which may cause CDW to lose any reputation, licence, authority, consent or permission on which it relies for the Deliverables comply with all relevant British Standards Institution specifications purposes of conducting its business, and EN Eurocodes; 6.1.6 the Deliverables Supplier acknowledges that CDW may rely or act on the Services; shall not do or omit to do anything which may constitute, cause or contribute to any breach by CDW of any licence or contract binding on CDW; and shall notify CDW in writing immediately upon the occurrence of a change of control of the Supplier. The Supplier represents, warrants, and undertakes that: neither the performance nor the provision or use of the Services, or any part thereof, will be free from all defects in materials, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause any way constitute an infringement or other violation of any IPR Intellectual Property Rights of or duty of confidentiality owed to any third party resulting from their use party; and the Supplier owns or resale 6.1.8 the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantity, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at has obtained valid licenses for all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that Intellectual Property Rights which are necessary to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction performance of any of the Supplier is true, complete and accurate; and 6.1.12 it shall, and Services under this Framework Agreement. Charges CDW shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due pay to the Supplier following the Charges for the Service Contract as invoiced. All valid and undisputed invoices issued to CDW pursuant to a Service Contract shall be payable within 60 days end of month from the date such documentation is required (of receipt. Without prejudice to any other right or reasonably inferred as being required) and remedy it may have, CDW reserves the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified right to set off any amount owing at any time to it by the relevant authorities (where appropriate). 6.3 Where Supplier against any amount payable by CDW to the approval of standard and quality is a matter Supplier under this agreement. CDW shall make all payments for the opinion Services without withholding or deduction of, or in respect of, any tax unless required by law (in which case CDW shall make such withholding or deduction in the minimum amount required by law). To the extent that CDW uses the Services supplied by the Supplier to supply equivalent services to another entity, including an End Customer, and that other entity withholds or deducts an amount of, or in respect of, tax from any payments which it makes to CDW for the supply of those services without paying to CDW such additional amount as will ensure that CDW receives the Clientsame total amount that it would have received if no such withholding or deduction had been required to be made, the Deliverables total price for the Services (excluding any VAT) shall be subject to reduced by the approval amount of the Client (such approval not to be unreasonably refused withholding or delayed)deduction. 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.

Supplier Obligations. ‌ 6.1 3.1 The Supplier warrants, undertakes shall (and represents that:shall procure all Processor Personnel shall): 6.1.1 3.1.1 implement appropriate technical and organisational measures for the Deliverables will conform with the Specificationfulfilment of Customer’s obligation to respond to requests from individuals for exercising Data Subjects’ rights; 6.1.2 3.1.2 promptly provide such information and assistance (at no cost to ECITB) to ECITB in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Goods will be fit Applicable Data Protection Laws with respect to security, breach notifications, impact assessments, audits and consultations with supervisory authorities and/or regulators. In no event shall the Supplier respond directly to any such request or correspondence without ECITB’s prior written consent unless and to the extent required by law; 3.1.3 provide reasonable assistance to ECITB with any data protection impact assessments, required by Applicable Data Protection Laws, in each case solely in relation to Processing of the ECITB Personal Data by, and taking into account the nature of the Processing and information available to, the Supplier; 3.1.4 ensure that all Processor Personnel who have access to and/or Process ECITB Personal Data are subject to legally binding and enforceable obligations to keep the ECITB Personal Data confidential; 3.1.5 ensure that all access to the ECITB Personal Data is strictly limited to those individuals who need to access the relevant ECITB Personal Data, as strictly necessary for their intended purpose expressly or impliedly made known the purposes of fulfilling the Services as set out in the Agreement in the context of that individual's duties to the Supplier; 6.1.3 3.1.6 maintain complete and accurate records (and promptly provide any information requested by ECITB in writing) to demonstrate its obligations under compliance with this Agreement will be performed promptly Addendum and diligently allow for audits by ECITB or ECITB’s designated auditors (at such time as ECITB may request); 3.1.7 immediately inform ECITB if, in the Supplier’s reasonable opinion, an instruction infringes any Applicable Data Protection Laws; 3.1.8 only process the ECITB Personal Data for the purposes of supplying the Services (and with due skill for no other purpose whatsoever) and care, and only in accordance with ECITB’s documented instructions from time to time (including in relation to any overseas transfers of data), the Description of Processing, the ECITB Privacy Policies, any IT, security or other of ECITB’s policies notified to the Supplier by ECITB from time to time, Good Industry Practice by appropriate numbers and all Applicable Data Protection Laws; and 3.1.9 notify ECITB without undue delay if it has any reason to believe that any laws or legislation applicable to Supplier is likely to have a substantial adverse effect on the obligations set out in this Addendum. In such event, ECITB shall be entitled to suspend all transfers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligations; 6.1.4 the Deliverables comply with applicable laws and regulations; 6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodes; 6.1.6 the Deliverables will be free from all defects in materials, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform ECITB Personal Data to the quantity, description Supplier on written notice. 3.2 The Supplier warrants and drawings (if any) contained or referred to in the Purchase Order;represents that it: 6.1.10 it shall ensure that 3.2.1 will at all times it holds comply with the Applicable Data Protection Laws applicable whilst such ECITB Personal Data is in its control and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary not cause ECITB to perform its obligations breach any obligation under the AgreementApplicable Data Protection Laws; 6.1.11 all information provided by or at 3.2.2 shall only Process the direction of the Supplier is true, complete and accurate; and 6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused or delayed). 6.4 The Supplier shall on request provide the warranties, undertakings and representations contained in this clause to the Client.ECITB Personal Data:

Supplier Obligations. ‌ 6.1 5.1 The Supplier warrants, undertakes and represents thatshall: 6.1.1 (a) provide the Deliverables will conform Supplies in accordance with this Agreement using all due care, skill and diligence in accordance with good industry practice; and (b) provide the Specification; 6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known to the Supplier; 6.1.3 Supplies and otherwise perform its obligations under this Agreement will be performed promptly in compliance with all applicable Laws, including all applicable sanctions laws and diligently other laws relating to anti- money laundering, anti-bribery and with due skill and carecorruption, tax evasion or similar tax crimes, and shall possess all licenses, consents, approvals and authorisations necessary for the provision of Supplies. 5.2 In providing the Supplies, the Supplier shall: (a) comply with the Digibank Policies and all reasonable instructions of Digibank; (b) allocate sufficient resources and ensure that the manner in which Supplier Personnel provide the Services does not adversely affect the name, reputation or business of Digibank or any of the Digibank Affiliates; (c) promptly report any incidents or problems in the provision of the Supplies, including without limitation instances of non-compliance with the terms of this Agreement which may likely to impact the Supplier’s ability to provide the Supplies to Digibank in accordance with Good Industry Practice by appropriate numbers the terms of skilledthis Agreement, trained to the Digibank Contract Manager and efficient personnel with sufficient knowledge and experience follow any reasonable directions of Digibank in relation to enable it to perform the obligationsresolution of such incidents or problems; 6.1.4 (d) ensure the Deliverables Supplies provided under a Work Order shall in all respects comply with applicable laws and regulations; 6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodes; 6.1.6 the Deliverables will be free from all defects in materials, workmanship and (where required) installation; 6.1.7 that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale 6.1.8 the Goods will be free from any lien, charge or encumbrance; 6.1.9 any Deliverables will conform to the quantity, description and drawings (if any) contained or referred to in the Purchase Order; 6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the Agreement; 6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurate; and 6.1.12 it shallwith, and shall procure that its Subcontractors shallcontain the specifications, demonstrate to Tetris Projects that they maintain policies to protect functions, features and promote good labour standards in their supply chains. 6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as capabilities set out in the Purchase relevant Work Order. Provision of such documentation shall be a condition precedent (e) immediately disclose to payment Digibank in writing full particulars of any facts which may or is likely to prevent it from providing the Services to Digibank; and (f) implement and enforce such appropriate policies, processes and controls to comply with its confidentiality obligations in clause 18. 5.3 The Supplier acknowledges that as of the Commencement Date, Digibank, a company in its early stages of formation, has not had the opportunity to finalise all sums due required policies under applicable Law, but intends to do so as soon as reasonably practicable following the Commencement Date. 5.4 Upon finalising any policy, or making any amendment to any existing Digibank Policy, Digibank shall notify the Supplier following and provide the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion Supplier with a copy of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate). 6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subject to the approval of the Client (such approval not to be unreasonably refused policy or delayed). 6.4 amendment. The Supplier shall on request provide have ninety (90) days following written confirmation of receipt in which to review the warrantiesterms of the relevant policy or amendment (“Policy Review Period”). If the Supplier, undertakings acting reasonably, has any concerns regarding the terms of any such policy or amendment it shall notify Digibank prior to the expiry of the Policy Review Period, and representations the Parties shall meet and discuss in good faith the terms of the relevant policy or amendment, the Supplier's concerns, and how the Supplier’s concerns can be addressed. If: (a) the Supplier fails to notify Digibank in writing that it has any concerns with a new policy or amendment prior to the expiry of the Policy Review Period then such policy or amendment (as applicable) shall be deemed to form part of the Digibank Policies upon the expiry of the Policy Review Period; (b) the Supplier notifies Digibank that it has concerns with a new policy or amendment prior to the expiry of the Policy Review Period, but the Parties are unable to agree what, if any, changes should be made to the relevant policy (either generally or in so far as it applies to the Supplier) within thirty (30) days of Digibank's receipt of the Supplier's notice, then such policy or amendment (as applicable), upon the expiry of such period: (i) shall be deemed to form part of the Digibank Policies but only where it is necessary for Digibank (acting reasonably having regard to the nature of the Agreement) to implement, and procure the Supplier to comply with, such policy in order to comply with applicable Law or the direction, instruction or requirement of an Applicable Regulatory Board (including where necessary for the purpose of enabling the Digibank to maintain any licenses, consents, permits, authorisations and approvals to operate its business), in which case the Parties shall work together in good faith to modify the Work Order(s) pursuant to Clause 11; and (ii) in all other cases, shall not be deemed to form part of the Digibank Policies. 5.5 Digibank shall reimburse the Supplier for all of Supplier’s costs in complying with any new policy or amendment pursuant to clause 5.4, provided they are reasonable and properly documented. 5.6 For the avoidance of doubt, the Parties agree that the express terms contained in the body of this clause Agreement (being the (a) the Data Processing Addendum and Information Security Addendum; (b) clauses 1 to 43 of this Master Services Agreement; (c) the ClientSupply Schedules; and (d) any Work Order), shall prevail in the event of any inconsistency with the terms set out in the Digibank Policies, provided that none of the foregoing shall require Digibank at any time to be non-compliant or be in breach of applicable Laws or the requirement or directions of an applicable Regulatory Body.