Common use of Supplier Personnel Clause in Contracts

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Ordered Panel Services or part of them for any reason, Call Off Contract Schedule 10 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing InformationInformation as defined in Contract Schedule 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months Months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 3 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Goods and/or Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Goods and/or Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Ordered Panel Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the any security requirements as notified to the Supplier by the Customer from time to time; subject to Contract Schedule 3 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a breach under this Legal Services Contract shall be a breach by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate any Customer Premises immediately upon the Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Legal Services Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Ordered Panel Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Staff Transfer The Parties agree that: where the commencement of the provision of the Ordered Panel Services or any part of them for any reasonthe Ordered Panel Services results in one or more Relevant Transfers, Call Off Contract Schedule 10 3 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 4 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without ; where the prior written consent Relevant Transfer involves the transfer of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Former Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect , Part B of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 3 (Staff Transfer) in respect shall apply; where the Relevant Transfer involves the transfer of a Transferring Customer Employees and Transferring Former Supplier Employee not identified in the Supplier's Final Supplier Personnel List.Employees, Parts A and B of Contract Schedule 3 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER NOT USED The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Contract Schedule 10 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without ; where the prior written consent Relevant Transfer involves the transfer of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Former Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect , Part B of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 5 (Staff Transfer) in respect shall apply; where the Relevant Transfer involves the transfer of a Customer Employees and Transferring Former Supplier Employee not identified in the Supplier's Final Supplier Personnel List.Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and All personnel, including without limitation, contractors, freelancers, etc. used by the Supplier agree and acknowledge that in to provide Services to EY shall at all times remain the event employees of the Supplier ceasing and not of EY and Supplier shall have sole responsibility for its employees under applicable labour laws including as to provide remuneration, overtime, bonus, management, safety, insurance, health and safety. In no event shall EY have any liability for Supplier’s employees providing the Services or part of them to EY and EY shall not have any liability for any reason, Call Off Schedule 10 (Staff Transfer) shall applyclaims made by any employee employed by Supplier in connection with the provision of Services under this PO. The Supplier shall not be totally responsible for payment of wages/salaries for the Supplier’s personnel so deployed at EY Locations and shall procure that for compliance with all legal/statutory requirements as may be applicable/enforced from time to time, including Contract Labour Regulation and Abolition Act, 1970, Employee State Insurance Act (‘ESI’), 1948, Employees Provident Fund Act (‘PF’) 1952, The Shops and Commercial Establishments Act and such other statutory requirements under any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent legislation of the Customer state, which may be in force and applicable to dissuade or discourage any employees engaged in EY and the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-ContractorSupplier. During the Termination Assistance Period, the Supplier shall obtain separate Code Numbers under ESI and PF, as applicable, and furnish a copy of such communication from the appropriate authorities to EY. Supplier shall procure that any relevant Sub-Contractor shall: give arrange to renew the Customer and/or the Replacement said code as and when required. Supplier and/or Replacement Sub-Contractor reasonable access shall provide all proof of payment of PF/ESI on a monthly half yearly and annual basis (where applicable) to the EY with specific references to those personnel stationed at EY Locations. The Supplier's personnel and/or their consultation representatives shall not be treated as the EY’s staff/employee for any purpose whatsoever, Supplier acknowledges and agrees that it shall be solely liable with respect to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged obligations under applicable laws towards such personnel deployed by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the ServicesSupplier. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to submit a declaration every month (in the Staffing Informationformat to be provided upon request), regardless that all statutory payments (including but not limited to service Tax, PF/ESI etc) have been paid by Supplier and also a list of when personnel covered under such notice takes effectstatutory payments, along with the payment advice. EY shall be entitled to withhold payment under this Purchase Order until such time the above proof of payment of PF/ESI and required declaration is furnished to EY. Supplier shall maintain all records required to be maintained under statutory enactments and EY authorized representatives shall be entitled to audit and inspect any such records at any time. The Supplier shall not ensure that its team shall adhere to norms and policies (like employee conduct rules/ dress codes/ office decorum etc.) of EY during the Term. Safety and security of all persons deployed and materials placed by Supplier or its agents for the project will be at the risk and responsibility of Supplier. The Supplier shall indemnify EY against all claims and costs made upon EY as a period result of twelve (12) months from the date of transfer reSupplier’s non-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listcompliance with these provisions.

Supplier Personnel. The Supplier shall: provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 12 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Services Customer; be liable at all times for all acts or part omissions of them Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason, reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Schedule 10 (Staff Transfer) shall applyExpiry Date. The Supplier shall not and shall procure If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Goods and/or Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. For each member of Supplier Personnel who, in providing the Replacement Supplier and/or Replacement Sub-Contractor. During Services, has, will have or is likely to have access to children, vulnerable persons or other members of the Termination Assistance Periodpublic to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel provision of the Goods and/or their consultation representatives to present Services any person who has a Relevant Conviction or an inappropriate record.] STAFF TRANSFER [The Parties agree that : on the case Call Off Commencement Date there is a relevant transfer for transferring their employment to the Customer and/or purposes of the Replacement Supplier and/or to discuss or consult on any measures envisaged by the CustomerEmployment Regulations, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process provisions of Parts [A or B] and smooth transfer in respect E of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 12 (Staff Transfer) in respect will apply; and; on the Call Off Expiry Date there may be a relevant transfer for the purposes of the Employment Regulations and Parts D and E of Call Off Schedule 12 (Staff Transfer) will apply.] [The Parties agree that: on the Call Off Commencement Date there is no a Transferring relevant transfer for the purposes of the Employment Regulations, and the provisions of Parts C and E of Call Off Schedule 12 (Staff Transfer) will apply; and on the Call Off Expiry Date there may be a relevant transfer for the purposes of the Employment Regulations and Parts D and E of Call Off Schedule 12 (Staff Transfer) will apply.] [If the Parties cannot agree whether or not based upon a reasonable assessment of the facts on the Call Off Commencement Date there is a situation to which the Employment Regulations may apply, the Customer shall based on a reasonable assessment of the evidence available to it make such determination. In assisting the Customer to make such determination, the Supplier and any Former Supplier shall be permitted to make representations to the Customer within such time period as the Customer may reasonably specify.] The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee not identified in Liabilities that may arise as a result of any claims brought against the Supplier's Final Customer by any person where such claim arises from any act or omission of the Supplier Personnel Listor any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide to the Customer and Supplier agree and acknowledge that in the event a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 11 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. SUPPLIER PERSONNEL At all times when providing the Services, the Supplier shall ensure that: each of the Supplier's Personnel is registered with their relevant regulatory professional or trade body, suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged; there is an adequate number of Supplier's Personnel to provide the Services properly; only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and all of the Supplier's Personnel comply with all of the Contracting Body's policies including those in respect of dealing with children and vulnerable adults. The relevant Contracting Body may refuse to grant access to, and remove, any of the Supplier's Personnel who do not comply with any such policies, or if they otherwise present a security threat. The Supplier shall replace any of the Supplier's Personnel who the relevant Contracting Authority reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Supplier's Personnel for any reason, Call Off Schedule 10 (Staff Transfer) the Supplier shall applyensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services. The Supplier shall not and shall procure that any relevant Submaintain up-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without to-date personnel records on the prior written consent of the Customer to dissuade or discourage any employees Supplier's Personnel engaged in the provision of the Services from transferring their employment and shall provide information to the Customer and/or Authority as the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to Authority reasonably requests on the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the ServicesPersonnel. The Supplier shall immediately notify ensure at all times that it has the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred right to provide these records in the Staffing Information, regardless of when such notice takes effect. compliance with Data Protection Legislation The Supplier shall not for a period use its best endeavours to ensure continuity of twelve (12) months from personnel and to ensure that the date turnover rate of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified its staff engaged in the Supplier's Final Supplier Personnel List.provision or management of the Services is at least as good at the prevailing industry norm for similar services, locations and environments

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 7 (Security); subject to Contract Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Contract Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without ; where the prior written consent Relevant Transfer involves the transfer of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Former Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect , Part B of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 10 (Staff Transfer) in respect shall apply; where the Relevant Transfer involves the transfer of a Transferring Customer Employees and Transferring Former Supplier Employee not identified in the Supplier's Final Supplier Personnel List.Employees, Parts A and B of Contract Schedule 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 11 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Services Customer; be liable at all times for all acts or part omissions of them Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason, reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Schedule 10 (Staff Transfer) shall applyExpiry Date. The Supplier shall not and shall procure If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Goods and/or Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer and/or Premises shall be final and conclusive. Relevant Convictions Where specified in the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance PeriodOrder Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity provision of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from Goods and/or Services any person referred to in the Staffing Information, regardless of when such notice takes effectwho has a Relevant Conviction or an inappropriate record. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.STAFF TRANSFER

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Contracting Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Contracting Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Contracting Authority (including, if so required by the Contracting Authority, the ICT Policy) and provide the Services to the reasonable satisfaction of the Contracting Authority; and comply with all reasonable requirements of the Contracting Authority concerning conduct at the Contracting Authority Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Contracting Authority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Contracting Authority Premises immediately upon the Call Off Expiry Date. If the Contracting Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Contracting Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Contracting Authority as to whether any person is to be refused access to the Contracting Authority Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Contracting Authority has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Contracting Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28. shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge experienced to provide the Products and/or Serviceswith all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Products and/or Servicesto the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the event Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier ceasing Personnel are unsuitable to provide the Services or part undertake work in respect of them for any reason, this Call Off Schedule 10 (Staff TransferContract, it may: refuse admission to the relevant person(s) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of to the Customer Premises ; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Services from transferring their employment to Products and/or Servicesof the Customer and/or relevant person(s). At the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance PeriodCustomer’s written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. If the Supplier fails to comply with Clause 29.1.2(c) within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 29.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Products and/or Services without Approval. Notwithstanding Clause 29.2.2, for each member of Supplier Personnel who, in providing the Products and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel provision of the Products and/or their consultation representatives to present the case for transferring their employment to Services any person who has a Relevant Conviction or an inappropriate record. Additonal Staffing Security This Clause 29.3 shall apply if the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor has so stipulated in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Servicesa Further Competition Procedure. The Supplier shall immediately notify comply with the Staff Vetting Procedures in respect of all or part of the Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer orthat will be used to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the direction of Call Off Commencement Date, that the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not provide training on a continuing basis for a period of twelve all Staff in compliance with the Security Policy and Security Management Plan (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listif any).

Supplier Personnel. The Supplier shall: provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 12 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Services Customer; be liable at all times for all acts or part omissions of them Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason, reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Schedule 10 (Staff Transfer) shall applyExpiry Date. The Supplier shall not and shall procure If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Goods and/or Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. For each member of Supplier Personnel who, in providing the Replacement Supplier and/or Replacement Sub-Contractor. During Services, has, will have or is likely to have access to children, vulnerable persons or other members of the Termination Assistance Periodpublic to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel provision of the Goods and/or their consultation representatives to present Services any person who has a Relevant Conviction or an inappropriate record.] STAFF TRANSFER [The Parties agree that : on the case Call Off Commencement Date there is a relevant transfer for transferring their employment to the Customer and/or purposes of the Replacement Supplier and/or to discuss or consult on any measures envisaged by the CustomerEmployment Regulations, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process provisions of Parts [A or B] and smooth transfer in respect E of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 12 (Staff Transfer) in respect will apply; and; on the Call Off Expiry Date there may be a relevant transfer for the purposes of the Employment Regulations and Part D of Call Off Schedule 12 (Staff Transfer) will apply.] [The Parties agree that: on the Call Off Commencement Date there is not a Transferring relevant transfer for the purposes of the Employment Regulations, and the provisions of Parts C and E of Call Off Schedule 12 (Staff Transfer) will apply; and on the Call Off Expiry Date there may be a relevant transfer for the purposes of the Employment Regulations and Part D of Call Off Schedule 12 (Staff Transfer) will apply.] [If the Parties cannot agree whether or not based upon a reasonable assessment of the facts on the Call Off Commencement Date there is a situation to which the Employment Regulations may apply, the Customer shall based on a reasonable assessment of the evidence available to it make such determination. In assisting the Customer to make such determination, the Supplier and any Former Supplier shall be permitted to make representations to the Customer within such time period as the Customer may reasonably specify.] [The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee not identified in Liabilities that may arise as a result of any claims brought against the Supplier's Final Customer by any person where such claim arises from any act or omission of the Supplier Personnel Listor any Supplier Personnel.]

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 11 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Authority Employees, Part A of Call Off Schedule 11 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 11 (Staff Transfer) shall apply; and Part C of Call Off Schedule 11 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 11 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 and Call Off Schedule 10 (Staff Transfer) shall apply to Lots 2, 3, 4 and 5 under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Ordered Panel Services or part of them for any reason, Call Off Contract Schedule 10 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing InformationInformation as defined in Contract Schedule 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months Months from the date of transfer re-employ reemploy or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 3 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services or part with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and comply with all reasonable requirements of them for any reasonthe Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 10 8 (Security); subject to Call Off Schedule 11 (Staff Transfer) shall apply. The ), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and shall other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier Premises shall be final and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listconclusive.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer Authority and the Supplier agree and acknowledge that the arrangements described in this Contract are such that no contractual relationship will exist either expressly or impliedly between any Supplier Personnel and the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall applyAuthority. The Supplier shall not ensure that all Supplier Personnel shall adhere to any and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly all health and directly or indirectly by itself or through any safety rules and regulations and other person) without the prior written consent requirements of the Customer Authority notified to dissuade or discourage any employees engaged in the provision of the Services it from transferring their employment time to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Servicestime. The Supplier shall immediately notify the Customer or, at the direction ensure that all Supplier Personnel shall adhere to any and all monitoring procedures and any other monitoring requirements of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received Authority notified to it from any person referred time to in the Staffing Information, regardless of when such notice takes effecttime. The Supplier shall not for a period ensure that all Supplier Personnel shall irrevocably and with full title guarantee assign any and all right, title and interest in the products of twelve (12) months from their services and all related rights and properties hereunder to the date of transfer re-employ or re-engage or entice any Supplier to hold absolutely throughout the world in perpetuity. The Supplier shall indemnify, keep indemnified and hold harmless, the Authority and its officers, employees, suppliers contractors and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands in respect of, caused by, or Sub-Contractors whose employment arising from any default or engagement breach of Supplier Personnel of the obligations set out in clauses 26.2 to 26.4 above. In the event that the Authority has reasonable grounds for dissatisfaction with the manner in which the Goods are being provided and delivered, they may require the Supplier to replace the Supplier Personnel involved PROVIDED that the Authority shall be entitled: in the event that the Supplier is transferred unable to provide a substitute which the Authority, acting reasonably, finds acceptable; or in the event that the Authority, acting reasonably, is not satisfied with two consecutive substitutes; to terminate this Contract. The Supplier agrees that the Supplier Personnel will accept all local security arrangements deemed reasonably necessary by the Authority provided such security arrangements are advised to the Customer and/or the Replacement Supplier except in writing in advance. The Supplier agrees that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listwill comply with project control/reporting arrangements deemed necessary by the Authority provided that such project control/reporting arrangements are advised to the Supplier in writing in advance.

Supplier Personnel. The Customer and Supplier agree and acknowledge will procure that any key individuals named in Schedule 1 or Schedule 2, and/or any Order are actively involved in the event provision of the Supplier ceasing Goods and/or Services and if relevant in the manner set out in that Schedule and/or any Order. Should any such key individual cease to provide be involved in the provision of the Goods and/or Services or part of them for any reason, Call Off Schedule 10 the Supplier will with the Purchaser's consent appoint a suitable replacement (Staff Transfer) such consent not to be unreasonably withheld or delayed). The Purchaser shall applyhave the right to refuse to admit to, or direct the removal from, any Location any Supplier Personnel who, in the opinion of the Purchaser is not a fit and proper person to be at the relevant Location, such action to be confirmed promptly in writing to the Supplier by the Purchaser, but it shall not relieve the Supplier of its obligations under this Agreement and/or any Order. Where the Purchaser has requested it, the Supplier will ensure that all of the Supplier Personnel have been vetted and screened in such manner as the Purchaser may reasonably require and, when requested, have signed a letter of confidentiality addressed to the Purchaser. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged retain in the provision of the Goods and/or Services from transferring their employment any person who in the reasonable opinion of the Purchaser fails to conduct himself or herself in accordance with his or her terms and conditions of engagement and in a proper manner. The Supplier will ensure that the Customer execution of any work undertaken as part of the Goods and/or Services shall be properly and adequately supervised and that all Supplier Personnel shall be properly trained. The Supplier shall make it clear in writing to all Supplier Personnel that no contract of employment, contract of services or contract for services is formed between that Supplier Personnel and the Replacement Purchaser. In relation to all Supplier and/or Replacement Sub-Contractor. During the Termination Assistance PeriodPersonnel, the Supplier shall and shall procure use its best endeavours to satisfy the Purchaser that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.it has:-

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 8 (Security); subject to Call Off Schedule 11 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 28.2.1, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Authority Employees, Part A of Call Off Schedule 11 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 11 (Staff Transfer) shall apply; and Part C of Call Off Schedule 11 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 11 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Ordered Panel Services or part of them for any reason, Call Off Contract Schedule 10 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing InformationInformation as defined in Contract Schedule 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months Months from the date of transfer re-re- employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 3 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Lease Agreement Schedule 7 (Security); subject to Lease Agreement Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Lease Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Lease Agreement Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Lease Agreement, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall apply to Lot 2 under this Lease Agreement. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Lease Agreement Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Lease Agreement Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Lease Agreement Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Lease Agreement Schedule 10 (Staff Transfer) shall apply; and Part C of Lease Agreement Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Lease Agreement Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Lease Agreement Schedule 10 (Staff Transfer) shall not apply; and Part D of Lease Agreement Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Lease Agreement Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services or part with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and comply with all reasonable requirements of them for any reasonthe Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 10 8 (Security); subject to Call Off Schedule 11 (Staff Transfer) shall apply. The ), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and shall other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer and/or Premises shall be final and conclusive. Relevant Convictions Where specified in the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance PeriodOrder Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 25.2.1, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity provision of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from Services any person referred to in the Staffing Information, regardless of when such notice takes effectwho has a Relevant Conviction or an inappropriate record. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.STAFF TRANSFER

Supplier Personnel. The Customer Supplier shall: ensure that all Supplier Personnel: are appropriately qualified, trained and Supplier agree and acknowledge that in the event of the Supplier ceasing experienced to provide the Services or part with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and in accordance the provisions of them for any reason[Schedule 5] [Schedule 20] (Security Requirements), Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not where applicable, the Security Policy and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly the Standards; and directly or indirectly by itself or through any other person) without the prior written consent comply with all reasonable requirements of the Customer concerning conduct at the Customer’s premises, including the security requirements set out in [Schedule 5] [Schedule 20] (Security Requirements); subject to dissuade Schedule 6 (Staff Transfer and Pensions), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or discourage contractors of the Authority or the Enabling Authorities; be liable at all times for all acts or omissions of Supplier Personnel, so that any employees engaged act or omission of a member of any Supplier Personnel which results in a Default under the Commercial Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Enabling Authorities’ premises immediately upon expiry of the relevant Enabling Agreement. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of the relevant Enabling Agreement, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier Premises shall be final and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Servicesconclusive. The Supplier shall immediately notify carry out security and vetting clearances of the Supplier Personnel, which shall include vetting in compliance with Good Industry Practice and the Standards and, if requested by the Authority, criminal records checks as per the Authority’s Staff Vetting Procedures. The Customer or, is also entitled to request the Supplier to carry out additional security and vetting clearances and checks of the Supplier Personnel at the direction of time the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effectEnabling Agreement is being entered into. The Supplier shall not for a period maintain full and accurate records of twelve all such security and vetting clearances and checks such that the Authority (12or its authorised agents) months from may verify that the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make has carried out such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listsecurity and vetting clearances and checks.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 35.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 35.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 36 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer Authority and the Supplier agree and acknowledge that the arrangements described in this Contract are such that no contractual relationship will exist either expressly or impliedly between any Supplier Personnel and the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall applyAuthority. The Supplier shall not ensure that all Supplier Personnel shall adhere to any and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly all health and directly or indirectly by itself or through any safety rules and regulations and other person) without the prior written consent requirements of the Customer Authority notified to dissuade or discourage any employees engaged in the provision of the Services it from transferring their employment time to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Servicestime. The Supplier shall immediately notify the Customer or, at the direction ensure that all Supplier Personnel shall adhere to any and all monitoring procedures and any other monitoring requirements of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received Authority notified to it from any person referred time to in the Staffing Information, regardless of when such notice takes effecttime. The Supplier shall not for a period ensure that all Supplier Personnel shall irrevocably and with full title guarantee assign any and all right, title and interest in the products of twelve (12) months from their services and all related rights and properties hereunder to the date of transfer re-employ or re-engage or entice any Supplier to hold absolutely throughout the world in perpetuity. The Supplier shall indemnify, keep indemnified and hold harmless, the Authority and its officers, employees, suppliers contractors and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands in respect of, caused by, or Sub-Contractors whose employment arising from any default or engagement breach of Supplier Personnel of the obligations set out in clauses 25.2 to 25.4 above. In the event that the Authority has reasonable grounds for dissatisfaction with the manner in which the Services are being carried out, they may require the Supplier to replace the Supplier Personnel involved PROVIDED that the Authority shall be entitled: in the event that the Supplier is transferred unable to provide a substitute which the Authority, acting reasonably, finds acceptable; or in the event that the Authority, acting reasonably, is not satisfied with two consecutive substitutes; to terminate this Contract. The Supplier agrees that the Supplier Personnel will accept all local security arrangements deemed reasonably necessary by the Authority provided such security arrangements are advised to the Customer and/or Supplier in writing in advance. The Supplier agrees that the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listwill comply with project control/reporting arrangements deemed necessary by the Authority provided that such project control/reporting arrangements are advised to the Supplier in writing in advance.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 29.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 29.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 30 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 28.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 28.2.2, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER NOT USED The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services or part with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of them for any reasonthe Customer (including, if so required by the Customer, the ICT Policy) and provide the Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 10 7 (Staff Transfer) shall apply. The Security); retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and shall other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to dissuade or discourage any employees engaged end the involvement in the provision of the Services from transferring their employment of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer and/or Premises shall be final and conclusive. Relevant Convictions This sub-clause shall apply if the Replacement Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier and/or Replacement Sub-Contractorshall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. During Notwithstanding Clause 32.1.5, for each member of Supplier Personnel who, in providing the Termination Assistance PeriodServices, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that any the relevant Sub-Contractor shall: give ): carry out a check with the Customer and/or records held by the Replacement Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier and/or Replacement shall not (and shall ensure that any Sub-Contractor reasonable access shall not) engage or continue to employ in the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity provision of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from Services any person referred to in the Staffing Information, regardless of when such notice takes effectwho has a Relevant Conviction or an inappropriate record. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.STAFF TRANSFER – NOT USED

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 7 (Security); subject to Contract Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract , it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Contract . The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Contract Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without ; where the prior written consent Relevant Transfer involves the transfer of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Former Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect , Part B of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 10 (Staff Transfer) in respect shall apply; where the Relevant Transfer involves the transfer of a Transferring Customer Employees and Transferring Former Supplier Employee not identified in the Supplier's Final Supplier Personnel List.Employees, Parts A and B of Contract Schedule 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Contracting Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Contracting Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Contracting Authority (including, if so required by the Contracting Authority, the ICT Policy) and provide the Services to the reasonable satisfaction of the Contracting Authority; and comply with all reasonable requirements of the Contracting Authority concerning conduct at the Contracting Authority Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Contracting Authority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Contracting Authority Premises immediately upon the Call Off Expiry Date. If the Contracting Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Contracting Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Contracting Authority as to whether any person is to be refused access to the Contracting Authority Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Contracting Authority has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Contracting Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 7 (Security); subject to Contract Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall not apply if there are Goods but no Services under this Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Contract Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without ; where the prior written consent Relevant Transfer involves the transfer of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Former Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect , Part B of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Contract Schedule 10.1 10 (Staff Transfer) in respect shall apply; where the Relevant Transfer involves the transfer of a Transferring Customer Employees and Transferring Former Supplier Employee not identified in the Supplier's Final Supplier Personnel List.Employees, Parts A and B of Contract Schedule 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier agree and acknowledge that shall: Provide in the event advance of any admission to Buyer Premises a list of the names of all Supplier ceasing Personnel requiring such admission, specifying the capacity in which they require admission and giving such other particulars as the Buyer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services or part with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the security requirements set out in Attachment 2.1 (Services Description) of them for any reasonthe Order Form and Schedule 2.4 (Security Management); and comply with all reasonable requirements of the Buyer concerning conduct at the Buyer Premises, Call Off including the security requirements as set out in Schedule 10 2.4 (Security Management); subject to Schedule 9.1 (Staff Transfer) shall apply. The ), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Buyer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and shall other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Buyer Premises immediately upon the termination or expiry of this Contract. If the Buyer reasonably believes that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer Supplier Personnel are unsuitable to dissuade or discourage any employees engaged undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Buyer Premises; and/or direct the Supplier to end the involvement in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listrelevant person(s).

Supplier Personnel. The Customer and Supplier agree and acknowledge that in the event shall: provide a list of the names of all Supplier ceasing Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call-Off Schedule 8 (Security); subject to Call-Off Schedule 11 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call-Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call-Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call-Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions Where specified in the Order Form or elsewhere in this Call-Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of them the provision of the Services without Approval. Notwithstanding Clause 24.2.1, for each member of Supplier Personnel who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any reasonRelevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), Call and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Call-Off Schedule 10 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Authority Employees, Part A of Call-Off Schedule 11 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call-Off Schedule 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Call-Off Schedule 11 (Staff Transfer) shall apply; and Part C of Call-Off Schedule 11 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer reCall-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 11 (Staff Transfer) in respect shall apply and Parts A and B of Call-Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call-Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call-Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall ensure that its Personnel engaged in Processing of Customer and Supplier agree and acknowledge that in the event Data are informed of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent confidential nature of the Customer Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements in respect of the Customer Data that survive termination of the Personnel engagement. Supplier shall ensure in each case that access is strictly limited to dissuade those individuals who need to know / access the relevant Personal Data, as strictly necessary for the purposes of the Agreement, and to fulfil their individual duties to the Supplier, ensuring that all such individuals are subject to confidentiality undertakings or discourage any employees engaged professional or statutory obligations of confidentiality. Supplier shall be responsible and liable for the acts, omissions or defaults of its Personnel in the performance of obligations under this Agreement or otherwise as if they were Supplier’s own acts, omissions or defaults. Subcontractors Appointment of Subcontractors Supplier may engage Subcontractors in connection with the provision of the Services from transferring their employment Services, subject to clause 6.22 and the other provisions of the Agreement. Subcontractor Agreements Supplier shall ensure that the subcontract entered into with any Subcontractor imposes on the Subcontractor the same obligations as those to which Supplier is subject under this DPA. List of Current Subcontractors and Notification of New Subcontractors Upon request, Supplier shall provide Customer with a current list of the names and contact information of any Subcontractors (the “Subcontractor List”). Supplier shall provide sixty (60) days’ prior notice by email to Customer of any addition of a new Subcontractor to the Subcontractor List. If Customer and/or objects in writing to Supplier's proposed use of a new Subcontractor, Supplier will use reasonable efforts to refrain from permitting such proposed Subcontractor to Process Customer Data without adversely impacting the Replacement Services or Customer. If Supplier and/or Replacement Sub-Contractordetermines that it cannot avoid such an adverse impact despite such reasonable efforts, Supplier shall notify Customer of such determination. During Upon receipt of such notice, Customer may terminate all or any part of the Termination Assistance Period, Agreement without penalty or liability (other than for fees due and owing to Supplier for Services performed prior to such termination) effective immediately upon the termination date specified in Customer’s written notice of such termination to Supplier. Supplier shall refund Customer any prepaid fees for the period following the effective date of termination. Responsibility for Subcontractors With respect to each Subcontractor the Supplier shall and shall procure that any relevant Sub-Contractor shall: give carry out adequate due diligence to ensure that the Subcontractor is capable of providing the level of protection for Personal Data required by the Data Protection Laws; provide to Customer and/or for review such copies of the Replacement Supplier and/or Replacement Sub-Contractor reasonable access contract executed with Subcontractor (which may be redacted to remove confidential commercial information not relevant to the Supplier's personnel and/or their consultation representatives requirements of this DPA) as it may request from time to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Servicestime. The Supplier shall immediately notify be responsible and liable for the Customer oracts, at the direction omissions or defaults of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to its Subcontractors in the Staffing Informationperformance of obligations under this Agreement or otherwise as if they were Supplier’s own acts, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ omissions or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel Listdefaults.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and the delivery of purchased Goods with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and the delivery of purchased Goods to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and the delivery of purchased Goods of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 35.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and the delivery of purchased Goods without Approval. Notwithstanding Clause 35.1.6, for each member of Supplier Personnel who, in providing the Goods and the delivery of purchased Goods, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and the delivery of purchased Goods any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 36 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28. shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier agree Personnel: are appropriately qualified, trained and acknowledge that experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the event Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Call Off Schedule 7 (Security); subject to Call Off Schedule 10 (Staff Transfer), retain overall control of the Supplier ceasing Personnel at all times so that the Supplier Personnel shall not be deemed to provide be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions This sub-clause 34.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 34.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 35 shall not apply if there are Goods but no Services under this Call Off Contract. The Parties agree that : where the commencement of the provision of the Services or any part of them for any reasonthe Services results in one or more Relevant Transfers, Call Off Schedule 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Call Off Schedule 10 (Staff Transfer) shall apply. The ; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Call Off Schedule 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Call Off Schedule 10 (Staff Transfer) shall apply; and Part C of Call Off Schedule 10 (Staff Transfer) shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent apply; where commencement of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity a part of the Services. The Supplier shall immediately notify the Customer orServices does not result in a Relevant Transfer, at the direction Part C of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 10 (Staff Transfer) in respect shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a Transferring result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier Employee not identified in the Supplier's Final or any Supplier Personnel ListPersonnel.