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.
Appears in 3 contracts
Samples: Production Agreement, Production Agreement, Production Agreement
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.
Appears in 2 contracts
Samples: Purchase Order, Purchase Order
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 7.1 The Supplier shall:
5.2.1 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract;
7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the 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 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 Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice;
7.1.7 co-operate with the Authority Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in all matters relating 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 any reason, to enable the timely transition of the Services and (or any of them) to the Projectrespective Commissioning Bodies and/or to any Replacement Supplier;
5.2.2 appoint 7.1.8 to the Supplier's Teamextent it is legally able to do so, who shall be suitably skilled, experienced and qualified to carry out hold on trust for the Services;
5.2.3 appoint and, at the written request sole benefit of the Authority, replace without delay all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Key Personnel and/or Services and, where any member 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;
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 Clinical TeamSupplier any such warranties and/or indemnities as are referred to in Clause 7.1.8;
5.2.4 procure the availability of the Key Personnel 7.1.10 provide each Commissioning Body with such advice and the Clinical Team to provide the Services assistance as that Commissioning Body may reasonably require during the Term and ensure (to the extent possible) that the members Contract Period in respect 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 (7.1.11 gather, collate and provide 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 preco-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, operation as the Authority may (without prejudice to any other rights it may have) treat the Supplier's failure as an Event of Default reasonably request 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 ascertaining the purposes of clause 27.1. Time shall be of Supplier’s compliance with its obligations under the essence as to the completion of the Delivery Milestones.Contract;
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 7.1.12 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 any circumstances suggesting that a reasonable extension change 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 Control of the Supplier is planned, 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.contemplation or has taken place;
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 7.1.13 notify the Authority as soon as reasonably practicable. The Supplier shall use reasonable endeavours in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier;
7.1.14 subject to co-operate with Clause 33.6, notify the Authority and provide in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Authority with all reasonable assistance as Contract; and
7.1.15 ensure that neither it, 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 Authority may request with respect trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to any such unauthorised usethe Supplier’s obligations under this Contract.
Appears in 2 contracts
Samples: Quality Assurance Services Agreement, Quality Assurance Services Agreement
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 7.1 The Supplier shall:
5.2.1 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract;
7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the 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 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 Booking Service and Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice;
7.1.7 co-operate with the Authority Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in all matters relating 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 any reason, to enable the timely transition of the Services and (or any of them) to the Projectrespective Commissioning Bodies and/or to any Replacement Supplier;
5.2.2 appoint 7.1.8 to the Supplier's Teamextent it is legally able to do so, who shall be suitably skilled, experienced and qualified to carry out hold on trust for the Services;
5.2.3 appoint and, at the written request sole benefit of the Authority, replace without delay all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Key Personnel and/or Services and, where any member 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;
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 Clinical TeamSupplier any such warranties and/or indemnities as are referred to in Clause 7.1.8;
5.2.4 procure the availability of the Key Personnel 7.1.10 provide each Commissioning Body with such advice and the Clinical Team to provide the Services assistance as that Commissioning Body may reasonably require during the Term and ensure (to the extent possible) that the members Contract Period in respect 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 (7.1.11 gather, collate and provide 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 preco-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, operation as the Authority may (without prejudice to any other rights it may have) treat the Supplier's failure as an Event of Default reasonably request 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 ascertaining the purposes of clause 27.1. Time shall be of Supplier’s compliance with its obligations under the essence as to the completion of the Delivery Milestones.Contract;
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 7.1.12 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 any circumstances suggesting that a reasonable extension change 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 Control of the Supplier is planned, 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.contemplation or has taken place;
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 7.1.13 notify the Authority as soon as reasonably practicable. The Supplier shall use reasonable endeavours in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier;
7.1.14 subject to co-operate with Clause 33.6, notify the Authority and provide in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Authority with all reasonable assistance as Contract; and
7.1.15 ensure that neither it, 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 Authority may request with respect trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to any such unauthorised usethe Supplier’s obligations under this Contract.
Appears in 2 contracts
Samples: Provision of Language Services Agreement, Agreement Relating to the Provision of Language Services – Non Spoken Languages (Lot 3)
Supplier Obligations. 5.1 Where requested to do so by the Authority pursuant to this Agreement, the 6.1. Supplier shall:
5.1.1 provide a. perform the Services; and
5.1.2 deliver the Deliverables to the Authority Services with all reasonable care and skill and in accordance with Good Industry Practice and substantially in accordance with the Assurance Process Contract, and deliver any Deliverables to the relevant Project PlanBuyer, in accordance with this Agreement the G-Cloud 13 Call-Off Contract in all material respects;
b. use reasonable endeavours to meet any performance dates specified in the G-Cloud 13 Call-Off Contract or any Statement of Work, but any such dates shall be estimated only and time shall allocate sufficient resources not be of the essence for performance of the Contract;
c. appoint a Supplier Representative in respect of the Services to be performed, such person as identified in the Project G-Cloud 13 Call-Off Contract or relevant Statement of Work. That person shall have authority to enable it to comply with these obligations.
5.2 The contractually bind Supplier shall:
5.2.1 co-operate with the Authority in on all matters relating to the Services and the Projectrelevant G-Cloud 13 Call-Off Contract and/or Statement of Work;
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 d. deliver 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 remotely from 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 offices unless otherwise set out 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 G-Cloud 13 Call-Off Contract in 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 case Supplier shall use reasonable endeavours to coobserve all health and safety and security requirements that apply at the Buyer’s premises and that have been communicated in writing to Supplier within a reasonable period of time prior to any commencement of the Services provided that it shall not be liable under these G-operate Cloud 13 Terms and Conditions if, as a result of such observation, it is in breach of any of its obligations under these G-Cloud 13 Terms and Conditions; and
e. ensure that personnel and subcontractors (if any) used by Supplier in the performance of the Contract are adequately skilled and experienced for the activities they are required to perform.
6.2. In performing its obligations under these G-Cloud 13 Terms and Conditions, Supplier shall comply with the Authority Applicable Laws.
6.3. Supplier shall not be liable for any failure to comply with clause 6.1 to the extent such failure arises as a result of a specification or instruction provided by the Buyer.
6.4. If Supplier fails to comply with the provisions of this clause 6 in respect of the Professional Services, Supplier shall use its reasonable endeavours to rectify such failure as soon as reasonably practicable.
6.5. Supplier' obligations under this clause 6.4 shall be the Buyer’s sole and provide exclusive remedy in respect of a breach of the Authority with all reasonable assistance as the Authority may request with respect to any such unauthorised useContract.
Appears in 1 contract
Samples: G Cloud 13 Terms and Conditions
