Common use of Supplier Staff Clause in Contracts

Supplier Staff. 4.1 The Supplier Staff must: ● be appropriately experienced, qualified and trained to supply the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ● respond to any enquiries about the Services as soon as reasonably possible ● complete any necessary Supplier Staff vetting as specified by the Buyer 4.2 The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.

Supplier Staff. 4.1 The Supplier Staff must: ● be appropriately experienced, qualified and trained to supply the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ● respond to any enquiries about the Services as soon as reasonably possible ● complete any necessary Supplier Staff vetting as specified by the Buyer 4.2 Buyer The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 . The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 . The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 . The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 . The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 . If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 . If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.

Supplier Staff. 4.1 The Supplier Staff must: ● : 4.1.1 be appropriately experienced, qualified and trained to supply the Services ● Services 4.1.2 apply all due skill, care and diligence in faithfully performing those duties ● duties 4.1.3 obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ● Buyer 4.1.4 respond to any enquiries about the Services as soon as reasonably possible ● possible 4.1.5 complete any necessary Supplier Staff vetting as specified by the Buyer 4.2 The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach as per clause 18.5 hereunder if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-14- digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.

Supplier Staff. 4.1 a. The extent Clauses 4.4 to 4.8 of the Call-Off Terms relates to the applicable Consulting Services or Managed Cloud Services provided by the Supplier under the Order Form, and notwithstanding and anything to the contrary stated in the Order Form, the Buyer acknowledges that by entering into the Order Form. It is not granted or permitted any right to seek exercising direction, control or supervision over the Supplier’s Staff and resources in the provision of the applicable Services. The Supplier Staff must: ● be appropriately experienced, qualified and trained to supply the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and shall co-operate with any reasonable directions request of the Buyer within the scope of the Services provided but the Buyer acknowledges and agree that ultimately the Supplier’s Staff will be able to determine how the Services are delivered and will have autonomy over their working methods. b. Notwithstanding the foregoing sentence, the Supplier shall have complete discretion concerning which of its Staff perform the Services and may provide a substitute whenever necessary. Should the individual assigned to provide the Services be unable to do so for any reason, the Supplier shall be able to provide a substitute, so long as such substitute personnel is adequately experienced, skilled and qualified. The Buyer has the right to refuse a substitute only if, in the Buyer’s reasonable satisfaction opinion, such individual has insufficient qualifications and expertise to carry out the relevant Services. c. Where on-site at the Buyer’s premises the Supplier Staff shall observe any of the Buyer ● respond Buyer’s reasonable physical security and health and safety, policies and procedures (“procedures”) insofar as they are applicable to such individual while performing Services at the Buyer’s site; provided at all times, the procedures: (i) do not violate any enquiries about applicable laws (including privacy laws); (ii) are expressly applicable to Supplier’s provision of Services at the site at which the Supplier’s Staff is performing Services as soon as reasonably possible ● complete any necessary Supplier Staff vetting as specified by stated in the Buyer 4.2 The Supplier must retain overall control Order Form; (iii) are made available to each of the Supplier Staff so that they performing Services at the Buyer’s site prior to commencement of such Services; (iv) do not require drug screening or background checks other than as expressly agreed to by the Supplier and the Buyer in the Order Form; (v) are not considered to be employees, workers, agents part of and do not modify or contractors amend the terms and conditions of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have Terms, or the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy agreed terms of the PDF with the 14-digit ESI reference number from the summary outcome screen Order Form; and promptly provide a copy (vi) are open to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined have any training provided by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to as reasonably requested by the Supplier.

Supplier Staff. 4.1 7.1 The Supplier Staff involved in the performance of the Contract must: ● : 7.1.1 be appropriately experiencedtrained and qualified; 7.1.2 be vetted using Good Industry Practice and the security vetting procedure specified in Clause 7.8; and 7.1.3 comply with all conduct requirements when on the Buyer’s Premises. 7.2 Where the Buyer decides one of the Supplier’s Staff is not suitable to work on the Contract, the Supplier must replace them with a suitably qualified alternative. 7.3 If requested, the Supplier must replace any person whose acts or omissions have caused the Supplier to breach its obligations in Schedule 3 (Corporate Social Responsibility). 7.4 The Supplier must provide a list of Supplier Staff needing to access the Buyer’s Premises and trained to supply say why access is required. 7.5 The Supplier shall be responsible for all claims brought by any person employed by the Supplier caused by an act or omission of the Supplier or any Supplier Staff and shall be responsible for all costs and losses incurred by the Buyer in respect of these. 7.6 The Key Supplier Staff specified in the Key Contract Information shall carry out the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to Deliverables, performing the reasonable satisfaction of roles identified against their names in the Key Contract Information, unless otherwise agreed with the Buyer ● respond to any enquiries about (whose agreement shall not be unreasonably withheld or delayed). 7.7 The Supplier shall: 7.7.1 notify the Services Buyer as soon as reasonably possible ● complete practicable of the absence of any necessary Key Supplier Staff (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for their role); 7.7.2 ensure that all arrangements for agreed changes in Key Supplier Staff provide adequate periods during which incoming and outgoing staff work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Deliverables; and 7.7.3 ensure that any replacement for Key Supplier Staff has a level of qualifications and experience appropriate to the relevant role and is fully competent to carry out the tasks assigned to the Key Supplier Staff that they have replaced. 7.8 The Supplier shall and shall procure that its Subcontractors shall comply with the security vetting procedures specified below: 7.8.1 Supplier Staff that have access to the Buyer’s infrastructure, premises, government classified information or computer systems shall undertake Baseline Personnel Security Standard (BPSS) pre-employment checks, as specified stated in the HMG Personnel Security Controls; 7.8.2 to control risk to the railway associated with government classified information (official-sensitive or above), important sites or critical equipment, certain Supplier Staff will be required to complete additional security checks as outlined in HMG Personnel Security Controls. Roles that require additional security checks and the level to be attained will be notified to the Supplier by the Buyer; 4.2 The Supplier must retain overall control of 7.8.3 the Supplier shall prevent Supplier Staff so that they who are not considered unable to be employees, workers, agents or contractors of obtain the required security clearances from carrying out specified roles and accessing the Buyer.’s infrastructure, premises government classified information or computer systems; and 4.3 The Supplier may substitute any 7.8.4 Supplier Staff as long as they that have access to Network Rail infrastructure, premises, government classified information or computer systems are required to undergo railway security induction training. Additionally, Supplier Staff carrying out line management or supervisory duties must undergo biennial security training. Records of training completion shall be kept by the equivalent experience Supplier for five years and qualifications made available to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35on request. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially Training material will be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined provided by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF at no additional cost to the Supplier.

Supplier Staff. 4.1 7.1 The Supplier Staff involved in the performance of the Contract must: ● : 7.1.1 be appropriately experiencedtrained and qualified; 7.1.2 be vetted using Good Industry Practice and the security vetting procedure specified in Clause Error! Reference source not found.; and 7.1.3 comply with all conduct requirements when on the Buyer’s Premises. 7.2 Where the Buyer decides (acting reasonably) one of the Supplier’s Staff is not suitable to work on the Contract, the Supplier must replace them with a suitably qualified alternative. 7.3 The Supplier must provide a list of Supplier Staff needing to access the Buyer’s Premises and trained to supply say why access is required. 7.4 The Supplier shall be responsible for all claims brought by any person employed or engaged by the Supplier caused by an act or omission of the Supplier or any Supplier Staff and shall be responsible for all costs and losses incurred by the Buyer in respect of these. 7.5 The Key Supplier Staff specified in the Key Contract Information shall carry out the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to Deliverables, performing the reasonable satisfaction of roles identified against their names in the Key Contract Information, unless otherwise agreed with the Buyer ● respond to any enquiries about (whose agreement shall not be unreasonably withheld or delayed). 7.6 The Supplier shall: 7.6.1 notify the Services Buyer as soon as reasonably possible ● complete practicable of the absence of any necessary Key Supplier Staff (other than for short-term sickness or holidays of two weeks or less, in which case the Supplier shall ensure appropriate temporary cover for their role); 7.6.2 ensure that all arrangements for agreed changes in Key Supplier Staff provide adequate periods during which incoming and outgoing staff work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Deliverables; and 7.6.3 ensure that any replacement for Key Supplier Staff has a level of qualifications and experience appropriate to the relevant role and is fully competent to carry out the tasks assigned to the Key Supplier Staff that they have replaced. 7.7 The Supplier shall and shall procure that its Subcontractors shall comply with the security vetting procedures specified below: 7.7.1 the Supplier Staff have been subject to pre-employment screening required by Law. As a minimum this includes identity verification and UK right to work checks; 7.7.2 to control risk to the railway associated with unsupervised access to sensitive information (OFFICIAL-SENSITIVE or above), Critical National Infrastructure sites and associated systems, certain Supplier Staff may be required to pass additional checks such as specified employment history check, confirmation of UK residency, disclosure of unspent convictions and National Security Vetting (NSV). Roles that require additional checks will be notified to the Supplier by the Buyer; 4.2 The Supplier must retain overall control of 7.7.3 the Supplier shall not and shall procure that its Subcontractors shall not use Supplier Staff so who are unable to comply with Clauses 7.7.1 and 7.7.2. 7.7.4 the Supplier shall ensure that they are not considered the Supplier Staff: a) that have access to be employees, workers, agents or contractors of Buyer’s infrastructure and premises shall complete the Buyer.’s ‘Railway Counter-Terrorism’ training, 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide b) that are given a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-digit ESI reference number from the summary outcome screen and promptly provide a copy log in to the Buyer. 4.7 If ’s corporate IT system shall complete the Indicative Test indicates Buyer’s ‘Security on the delivery of the Services could potentially Railway’ training, both such training to be Inside IR35, renewed biennially with training records kept by the Supplier must for five years and shall be made available to the Buyer on request. The Buyer shall provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF training material at no additional cost to the Supplier. 7.8 The Buyer shall be responsible for all claims brought by any person employed or engaged by the Buyer caused by an act or omission of the Buyer or any of the Buyer’s employees, agents, consultants and contractors.

Supplier Staff. 4.1 The Supplier Staff must: ●  be appropriately experienced, qualified and trained to supply the Services ●  apply all due skill, care and diligence in faithfully performing those duties ●  obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ●  respond to any enquiries about the Services as soon as reasonably possible ●  complete any necessary Supplier Staff vetting as specified by the Buyer 4.2 The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.

Supplier Staff. 4.1 The Supplier Staff must: ● be appropriately experienced, qualified and trained to supply the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ● respond to any enquiries about the Services as soon as reasonably possible ● complete any necessary Supplier Staff vetting as specified by the Buyer 4.2 The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-14- digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.

Supplier Staff. 4.1 The Supplier Staff must: ● be appropriately experienced, qualified quali=ed and trained to supply the Services ● apply all due skill, care and diligence in faithfully performing those duties ● obey all lawful instructions and reasonable directions of the Buyer and provide the Services to the reasonable satisfaction of the Buyer ● respond to any enquiries about the Services as soon as reasonably possible ● complete any necessary Supplier Staff vetting as specified speci=ed by the Buyer 4.2 The Supplier must retain overall control of the Supplier Staff so that they are not considered to be employees, workers, agents or contractors of the Buyer. 4.3 The Supplier may substitute any Supplier Staff as long as they have the equivalent experience and qualifications quali=cations to the substituted staff member. 4.4 The Buyer may conduct IR35 Assessments using the ESI tool to assess whether the Supplier’s engagement under the Call-Off Contract is Inside or Outside IR35. 4.5 The Buyer may End this Call-Off Contract for Material Breach if the Supplier is delivering the Services Inside IR35. 4.6 The Buyer may need the Supplier to complete an Indicative Test using the ESI tool before the Start Date or at any time during the provision of Services to provide a preliminary view of whether the Services are being delivered Inside or Outside IR35. If the Supplier has completed the Indicative Test, it must download and provide a copy of the PDF with the 14-14- digit ESI reference number from the summary outcome screen and promptly provide a copy to the Buyer. 4.7 If the Indicative Test indicates the delivery of the Services could potentially be Inside IR35, the Supplier must provide the Buyer with all relevant information needed to enable the Buyer to conduct its own IR35 Assessment. 4.8 If it is determined by the Buyer that the Supplier is Outside IR35, the Buyer will provide the ESI reference number and a copy of the PDF to the Supplier.