Supplier’s Obligations and Warranties. 6.1 The Supplier warrants to Concept:- 6.1.1 that the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed in the Specification and which are required by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall require; 6.1.2 that the individual(s) who will perform the Services are willing and able to do so; 6.1.3 that the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services; 6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for the Supplier or any of the Supplier’s Personnel to perform the Services; 6.1.5 that the Services will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances; 6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally; 6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with; 6.1.8 that it shall comply with all the requirements of the VAT legislation; 6.1.9 that it shall and shall procure that the Supplier’s Personnel comply with all relevant legal obligations, including but not limited to statutory obligations; 6.1.10 that the Supplier and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to health and safety to the extent to which they are reasonably applicable to the Supplier and the Supplier’s Personnel); 6.1.11 that any intellectual property rights of whatever nature and whether registered or not, which may be created by the Supplier in the course of performing the Specification, will be transferred from the Supplier to the Client or to whomsoever as the Client may require; 6.1.12 by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party; and 6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation. 6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client. 6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier. 6.4 The Supplier shall in performing the Services:- 6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and 6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record of the work done by the Supplier’s Personnel. 6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date. 6.6 The Supplier shall inform Concept immediately if: 6.6.1 a Client directly offers to engage the Supplier or any of the Supplier’s Personnel (whether on a temporary or permanent basis and whether as an employee, worker or self-employed and whether via another agent or employment agency); 6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel; 6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or 6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute. 6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects with the IR35 Legislation. 6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client: 6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and 6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement. 6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client. 6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 2 contracts
Samples: Candidate Agreement, Candidate Agreement
Supplier’s Obligations and Warranties. 6.1 The Supplier warrants to Concept:-
6.1.1 that the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed in the Specification and which are required by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall require;
6.1.2 that the individual(s) who will perform the Services are willing and able to do so;
6.1.3 that the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for the Supplier or any of the Supplier’s Personnel to perform the Services;
6.1.5 that the Services will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements of the VAT legislation;
6.1.9 that it shall and shall procure that the Supplier’s Personnel comply with all relevant legal obligations, including but not limited to statutory obligations;
6.1.10 that the Supplier and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to health and safety to the extent to which they are reasonably applicable to the Supplier and the Supplier’s Personnel);
6.1.11 that any intellectual property rights of whatever nature and whether registered or not, which may be created by the Supplier in the course of performing the Specification, will be transferred from the Supplier to the Client or to whomsoever as the Client may require;
6.1.12 by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and PensionsXxxxxxxx) Act 2003 Xxx 0000 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately if:
6.6.1 a Client directly offers to engage the Supplier or any of the Supplier’s Personnel (whether on a temporary or permanent basis and whether as an employee, worker or self-employed and whether via another agent or employment agency);
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel;
6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and PensionsXxxxxxxx) Act 2003 Xxx 0000 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and
6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Candidate Agreement
Supplier’s Obligations and Warranties. 6.1 2.1 The Supplier warrants to Concept:-
6.1.1 that the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed in the Specification and which are required by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence the Supplies in accordance with the terms and conditions of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall require;
6.1.2 that the individual(s) who this Agreement. An Order will perform the Services are willing and able to do so;
6.1.3 that be deemed accepted upon receipt by the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for unless the Supplier or any otherwise notifies Fujitsu within twenty-four (24) hours of the Supplier’s Personnel to perform the Services;receipt of such Order.
6.1.5 that the Services 2.2 The Supplier warrants, represents and undertakes that:
(a) it will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements of the VAT legislation;
6.1.9 that it shall (and shall procure that the Supplier’s Personnel its employees, subcontractors and agents will) comply with all relevant legal obligationsapplicable laws, including but not limited to statutory obligations;
6.1.10 that the Supplier standards and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to employment, discrimination, health and safety safety, national minimum wage and human rights) from time to time in force and Supplies shall comply with all relevant standards issued from time to time by the extent International Organization for Standardization (ISO), and the Supplier will inform Fujitsu as soon as it becomes aware of any changes in such laws, standards and/or regulations;
(b) the Supplies will meet any performance criteria and conform in all respects with any Product Description or sample;
(c) it owns, and is able to provide good title to Fujitsu, or in the case of Programs is otherwise licensed to provide, the Products which it supplies pursuant to this Agreement;
(d) all Products will be new, of satisfactory quality, and fit for their intended purpose;
(e) all Products supplied are fully compliant with 2002 Directive 2011/65/EU on the restriction of certain hazardous substances in electrical and electronic equipment (“RoHS”) as implemented by EU Member States except for relevant exemptions where they are reasonably applicable apply and which shall be notified in writing to Fujitsu by the Supplier. Subject to this, any non-compliant Products may be rejected by Fujitsu and returned to the Supplier and at the Supplier’s Personnel)cost. The Supplier shall make available to Fujitsu records of its compliance with RoHS on Fujitsu’s request;
6.1.11 that (f) all Products supplied are fully compliant with the Registration, Evaluation and Authorisation of Chemicals Regulation (EC 1907/2006) (“REACH”).. Subject to this, any intellectual property rights of whatever nature and whether registered or not, which non-compliant Products may be created rejected by Fujitsu and returned to the Supplier at the Supplier’s cost. The Supplier shall provide Fujitsu with details of any “Chemical Abstracts Services Registry Numbers” (or CAS numbers) or “European Inventory of Existing Commercial Chemical Substances” numbers (or EINECS numbers) and shall at Fujitsu’s request provide confirmation of compliance with REACH;
(g) it shall comply with the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE”) and, in particular, (i) register as the “producer” of applicable Products with the relevant environmental regulator by joining a Producer Compliance Scheme (unless otherwise agreed in writing with Fujitsu and noting the exception claimed by the Supplier Supplier); (ii) provide Fujitsu annually with its current EEE Producer Registration Number; and (iii) where required to do so by Fujitsu, collect applicable Products at their end of life from Fujitsu’s or its customer’s site and arrange for the treatment, recycling and environmentally sound disposal of the Products in accordance with the WEEE Regulations and the relevant treatment protocols;
(h) all Services will be performed diligently, with all reasonable skill and care to at least industry standard by appropriately trained experienced and qualified personnel and, where applicable, will meet the agreed service levels;
(i) it will ensure that the Services conform with the service description set out in the course of performing the Specification, will be transferred from the Supplier Order and shall allocate sufficient resources to the Client or performance of the Services as are necessary to whomsoever as the Client may require;
6.1.12 by entering into and performing enable it to comply with its obligations under this Agreement Agreement;
(j) it will not thereby co-operate fully with Fujitsu, its customers, agents and sub- contractors;
(k) in the case of Programs, the media on which the Programs are delivered will be free of defects in breach of materials and workmanship under normal use during the Warranty Period;
(l) it has used its best endeavours to detect and remove computer viruses in any obligation which it owes to any third party; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings Programs and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative Programs as delivered to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately if:
6.6.1 a Client directly offers to engage the Supplier or any best of the Supplier’s Personnel (whether on a temporary or permanent basis and whether as an employee, worker or self-employed and whether via another agent or employment agency);
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel;
6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and knowledge do not operate as “managed service companies” as defined in section 61B of contain any computer viruses or software routines designed to disable, damage, impair or erase the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this AgreementPrograms; and
6.8.2 exporting and/or processing the Supplier(m) it will maintain and keep up to date all information it provides to Fujitsu (including any information provided electronically via Fujitsu’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreementprocurement systems).
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Purchasing Agreement
Supplier’s Obligations and Warranties. 6.1 The Supplier warrants to Concept:-
6.1.1 that 3.1. Without limiting any other obligation under the Agreement, the Supplier’s Personnel possess the required knowledge:
(a) shall be responsible for any discrepancies, expertiseerrors or omissions in specifications, skills, experience, qualifications and drawings or any authorisations detailed in the Specification and which are required particulars supplied by law or a professional body necessary to perform the Services (as detailed in the Specification) it and shall provide such carefully check information about or evidence of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall requireany kind provided to it by COUNCIL;
6.1.2 that the individual(s(b) who will perform the Services are willing and able to do so;
6.1.3 that the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for the Supplier or any of the Supplier’s Personnel to perform the Services;
6.1.5 that the Services will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements reasonable instructions and directions of the VAT legislationCOUNCIL;
6.1.9 (c) shall not access any area’s they shouldn’t, whether physical or electronic;
(d) shall not create any IT or other security risk for COUNCIL;
(e) shall ensure that it and its Personnel do not make public or disclose any Confidential Information of COUNCIL except to the extent required by Law to do so and subject to giving COUNCIL reasonable notice prior to disclosure;
(f) shall ensure that it and shall procure that the Supplier’s its Personnel comply with all relevant legal obligationsLaws including:
(i) Laws relating to employees including those governing freedom of association; employment conditions, including but not limited to statutory obligationsremuneration and entitlements; minimum working age; equal opportunity and discrimination;
6.1.10 that the Supplier and the Supplier’s Personnel (ii) shall comply with any relevant legislation all Privacy Laws in relation to Personal Information, whether or regulations relating to not the Specification, Supplier is an organisation bound by the working environment or such rules or site policies as may be notified to it by Concept or Privacy Act;
(iii) competition laws including the Client relating to the Client’s premises or general operations from time to time in force Commerce Xxx 0000; and
(including but not limited to those relating to iv) Laws governing occupational health and safety to and environmental protection.
(g) warrants, without limiting any other provisions of the extent to which they are reasonably applicable to Agreement (or otherwise), that all Product will, for the Supplier and economic life of the Supplier’s Personnel)Product, unless otherwise specified:
(i) conform with all specifications set out in the Purchase Order;
6.1.11 that any intellectual property rights (ii) be new, of whatever nature merchantable quality, and whether registered or not, which may be created by the Supplier in the course of performing the Specification, will be transferred from the Supplier to the Client or to whomsoever as the Client may requirefit for its intended purpose;
6.1.12 by entering into (iii) provide the full functionality and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third partyperformance claimed for the Product; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and Pensionsiv) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing operate in accordance with clause 7.3 below; andits specifications;
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record (h) warrants, without limiting any other provisions of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure Agreement (or otherwise), that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately ifall Services will:
6.6.1 a Client directly offers to engage the Supplier or any of the Supplier’s Personnel (whether on a temporary or permanent basis i) be provided with due skill and whether as an employee, worker or self-employed and whether via another agent or employment agency)care;
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel(ii) be free from material defects and errors;
6.6.3 either before or during (iii) be carried out with the course sufficient number of an Assignmentskilled, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes trained and experienced employees to the attention of the Supplier that complete the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects accordance with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services requirements of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and
6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Supplier’s Obligations and Warranties. 6.1 The Supplier warrants to Concept:-
6.1.1 that 3.1. Without limiting any other obligation under the Agreement, the Supplier’s Personnel possess the required knowledge:
(a) shall be responsible for any discrepancies, expertiseerrors or omissions in specifications, skills, experience, qualifications and drawings or any authorisations detailed in the Specification and which are required particulars supplied by law or a professional body necessary to perform the Services (as detailed in the Specification) it and shall provide such carefully check information about or evidence of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall requireany kind provided to it by COUNCIL;
6.1.2 that the individual(s(b) who will perform the Services are willing and able to do so;
6.1.3 that the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for the Supplier or any of the Supplier’s Personnel to perform the Services;
6.1.5 that the Services will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements reasonable instructions and directions of the VAT legislationCOUNCIL;
6.1.9 (c) shall not access any area’s they shouldn’t, whether physical or electronic;
(d) shall not create any IT or other security risk for COUNCIL;
(e) shall ensure that it and its Personnel do not make public or disclose any Confidential Information of COUNCIL except to the extent required by Law to do so and subject to giving COUNCIL reasonable notice prior to disclosure;
(f) shall ensure that it and shall procure that the Supplier’s its Personnel comply with all relevant legal obligationsLaws including:
(i) Laws relating to employees including those governing freedom of association; employment conditions, including but not limited to statutory obligationsremuneration and entitlements; minimum working age; equal opportunity and discrimination;
6.1.10 that the Supplier and the Supplier’s Personnel (ii) shall comply with any relevant legislation all Privacy Laws in relation to Personal Information, whether or regulations relating to not the Specification, Supplier is an organisation bound by the working environment or such rules or site policies as may be notified to it by Concept or Privacy Act;
(iii) competition laws including the Client relating to the Client’s premises or general operations from time to time in force Commerce Act 1986; and
(including but not limited to those relating to iv) Laws governing occupational health and safety to and environmental protection.
(g) warrants, without limiting any other provisions of the extent to which they are reasonably applicable to Agreement (or otherwise), that all Product will, for the Supplier and economic life of the Supplier’s Personnel)Product, unless otherwise specified:
(i) conform with all specifications set out in the Purchase Order;
6.1.11 that any intellectual property rights (ii) be new, of whatever nature merchantable quality, and whether registered or not, which may be created by the Supplier in the course of performing the Specification, will be transferred from the Supplier to the Client or to whomsoever as the Client may requirefit for its intended purpose;
6.1.12 by entering into (iii) provide the full functionality and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third partyperformance claimed for the Product; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and Pensionsiv) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing operate in accordance with clause 7.3 below; andits specifications;
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record (h) warrants, without limiting any other provisions of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure Agreement (or otherwise), that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately ifall Services will:
6.6.1 a Client directly offers to engage the Supplier or any of the Supplier’s Personnel (whether on a temporary or permanent basis i) be provided with due skill and whether as an employee, worker or self-employed and whether via another agent or employment agency)care;
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel(ii) be free from material defects and errors;
6.6.3 either before or during (iii) be carried out with the course sufficient number of an Assignmentskilled, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes trained and experienced employees to the attention of the Supplier that complete the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects accordance with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services requirements of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and
6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Supplier’s Obligations and Warranties. 6.1 2.1 The Supplier warrants to Concept:-
6.1.1 that the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed in the Specification and which are required by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence the Supplies in accordance with the terms and conditions of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall require;
6.1.2 that the individual(s) who this Agreement. An Order will perform the Services are willing and able to do so;
6.1.3 that be deemed accepted upon receipt by the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for unless the Supplier or any otherwise notifies Fujitsu within twenty-four (24) hours of the Supplier’s Personnel to perform the Services;receipt of such Order.
6.1.5 that the Services 2.2 The Supplier warrants, represents and undertakes that:
(a) it will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements of the VAT legislation;
6.1.9 that it shall (and shall procure that the Supplier’s Personnel its employees, subcontractors and agents will) comply with all relevant legal obligationsapplicable laws, including but not limited to statutory obligations;
6.1.10 that the Supplier standards and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to employment, discrimination, health and safety safety, national minimum wage and human rights) from time to time in force and Supplies shall comply with all relevant standards issued from time to time by the extent International Organization for Standardization (ISO), and the Supplier will inform Fujitsu as soon as it becomes aware of any changes in such laws, standards and/or regulations;
(b) the Supplies will meet any performance criteria and conform in all respects with any Product Description or sample;
(c) it owns, and is able to provide good title to Fujitsu, or in the case of Programs is otherwise licensed to provide, the Products which it supplies pursuant to this Agreement;
(d) all Products will be new, of satisfactory quality, and fit for their intended purpose;
(e) all Products supplied are fully compliant with Directive 2011/65/EU on the restriction of certain hazardous substances in electrical and electronic equipment (“RoHS”) as implemented by EU Member States except for relevant exemptions where they are reasonably applicable apply and which shall be notified in writing to Fujitsu by the Supplier. Subject to this, any non- compliant Products may be rejected by Fujitsu and returned to the Supplier and at the Supplier’s Personnel)cost. The Supplier shall make available to Fujitsu records of its compliance with RoHS on Fujitsu’s request;
6.1.11 that (f) all Products supplied are fully compliant with the Registration Evaluation and Authorisation of Chemicals Regulation (EC 1907/ 2006) (“REACH”). Subject to this, any intellectual property rights of whatever nature and whether registered or not, which non-compliant Products may be created rejected by Fujitsu and returned to the Supplier at the Supplier’s cost. The Supplier shall provide Fujitsu with details of any “Chemical Abstracts Services Registry Numbers” (or CAS numbers) or “European Inventory of Existing Commercial Chemical Substances” numbers (or EINECS numbers) and shall at Fujitsu’s request provide confirmation of compliance with REACH;
(g) it shall comply with the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE”) and, in particular, (i) register as the “producer” of applicable Products with the relevant environmental regulator by joining a Producer Compliance Scheme (unless otherwise agreed in writing with Fujitsu and noting the exception claimed by the Supplier Supplier); (ii) provide Fujitsu annually with its current EEE Producer Registration Number; and (iii) where required to do so by Fujitsu, collect applicable Products at their end of life from Fujitsu’s or its customer’s site and arrange for the treatment, recycling and environmentally sound disposal of the Products in accordance with the WEEE Regulations and the relevant treatment protocols;
(h) all Services will be performed diligently, with all reasonable skill and care to at least industry standard by appropriately trained experienced and qualified personnel and, where applicable, will meet the agreed service levels;
(i) it will ensure that the Services conform with the service description set out in the course of performing the Specification, will be transferred from the Supplier Order and shall allocate sufficient resources to the Client or performance of the Services as are necessary to whomsoever as the Client may require;
6.1.12 by entering into and performing enable it to comply with its obligations under this Agreement Agreement;
(j) it will not thereby co-operate fully with Fujitsu, its customers, agents and sub- contractors;
(k) in the case of Programs, the media on which the Programs are delivered will be free of defects in breach of materials and workmanship under normal use during the Warranty Period;
(l) it has used its best endeavours to detect and remove computer viruses in any obligation which it owes to any third party; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings Programs and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative Programs as delivered to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately if:
6.6.1 a Client directly offers to engage the Supplier or any best of the Supplier’s Personnel (whether on a temporary or permanent basis and whether as an employee, worker or self-employed and whether via another agent or employment agency);
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel;
6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and knowledge do not operate as “managed service companies” as defined in section 61B of contain any computer viruses or software routines designed to disable, damage, impair or erase the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this AgreementPrograms; and
6.8.2 exporting and/or processing the Supplier(m) it will maintain and keep up to date all information it provides to Fujitsu (including any information provided electronically via Fujitsu’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreementprocurement systems).
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Purchasing Agreement
Supplier’s Obligations and Warranties. 6.1 6.1. The Supplier warrants shall use reasonable endeavours to Concept:-
6.1.1 that provide The Product in all material respects as per the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed terms laid down in the Specification Service Level Agreement.
6.2. Supplier represents and which are required warrants:
6.2.1. it has full capacity, power and authority to enter into, deliver and perform its obligations under and in accordance with this Agreement without restriction or additional charge to Customer (and all other documents to be entered into by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall requireit under this Agreement);
6.1.2 that 6.2.2. there are no existing agreements or arrangements with third parties or orders, judgments or decrees the individual(s) who will perform the Services terms of which prevent Supplier from entering into this Agreement nor are willing and able to do so;
6.1.3 that the Supplier is aware of and will comply with all and there any legalactions, suits, proceedings or regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for the investigations pending or threatened against or affecting Supplier or any of its staff that may affect the Supplier’s Personnel ability of Supplier to provide the Software and Services and perform its obligations under this Agreement;
6.2.3. Supplier has (and will continue to have or hold):
6.2.3.1. all necessary licenses, permits, consents and regulatory approvals necessary to provide the Software and Service and to perform its obligations under this Agreement; and
6.2.3.2. full access and right to all relevant technical information, staff, expertise and data (including technical information, expertise and data belonging to or under the Services;
6.1.5 that the Services will meet the requirements control of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements of the VAT legislation;
6.1.9 that it shall and shall procure that the Supplier’s Personnel comply with all relevant legal obligations, including but not limited to statutory obligations;
6.1.10 that the Supplier and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to health and safety to the extent to which they are reasonably applicable to the Supplier and the Supplier’s Personnelsuppliers);
6.1.11 that any intellectual property rights of whatever nature and whether registered or not, which may is or might reasonably be created by required for the Supplier in purposes of providing the course of performing the Specification, will be transferred from the Supplier to the Client or to whomsoever as the Client may require;
6.1.12 by entering into Software and Services and performing its obligations under this Agreement;
6.2.4. it shall perform all Services provided to Customer in a high quality, professional manner, with the degrees of skill, care, diligence, prudence and foresight which could reasonably be expected from a highly skilled and experienced person performing similar services in similar circumstances; using a sufficient number of appropriately qualified and skilled personnel;
6.2.5. the Product and any professional services (including, without limitation, any deliverables to be provided) will be free from material errors or other defects, will substantially conform with applicable specifications and the terms of this Agreement it and will be freely exportable to the Customer;
6.2.6. the Product and any services and resulting deliverables will be the original work of Supplier, and any persons involved in the development of the Product and/or any professional services and resulting deliverables have executed (or prior to any such involvement, shall execute) a written agreement with Supplier in which such persons assign to Supplier all right, title and interest in and to the Product and any deliverables resulting from professional services provided to Customer by Supplier in order that Supplier may fully grant the rights to Customer as provided herein;
6.2.7. neither the Product nor any deliverables provided as a result of professional services supplied to Customer by Supplier nor any element thereof shall be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
6.2.8. Supplier shall not, in connection with the delivery of the Product and/or professional services or resulting deliverables, knowingly or negligently do anything that may negatively affect the reputation or standing of Customer or create any liability or obligation of any kind other than any such obligations which are specifically set forth in this Agreement;
6.2.9. Supplier shall comply with all applicable laws including, but not limited to, Data Protection Legislation, security, health, safety, and environmental regulations and all relevant internal procedures, specifically including but limited to, Suppliers data privacy and security policies in connection with its provision of the Product and any professional services that may be provided under this Agreement;
6.2.10. all contractual obligations of Supplier under this Agreement are valid and enforceable in the jurisdictions in which the services are to be provided or supplied from or in which the obligations are to be performed;
6.2.11. any tapes, diskettes or other media upon which any Product or professional services deliverables are delivered to Customer will be free of defects in material and workmanship at the time of delivery; and
6.2.12. the Product and any professional services provided by Supplier under this Agreement (including the deliverables), do not, and will not thereby be when delivered, contain or transmit any computer software, code or script (including but not limited to, cookies, action tags or similar current or future technology) (a) designed to disrupt, erase, disable, harm, or otherwise impede in breach any manner the operation of any obligation which it owes software, firmware, hardware, computer system, network or service; or (b) that constitutes a virus, time bomb, trap door, executable file virus, Trojan horse, worm, or any other similar harmful, malicious or hidden procedure, routine or mechanism that would damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations; (c) used to obtain, track, monitor, implement any form of profiling or assess information obtained through Customer's use of the Product under this Agreement, except as expressly set forth herein in; provided however Customer acknowledges and agrees that Supplier may conduct analysis and collect usage data in an anonymized form if such data is used solely in connection with provision of the services herein and for the benefit of Customer and/or Supplier's product-improvement benefit;
6.2.13. the Product, professional services and any deliverables resulting from such professional services do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy, data security or other rights of any third party, and are not and shall not be defamatory or obscene; and
6.1.13 6.3. the Supplier is Product does not a “managed service company” as defined in section 61B of the Income Tax use any viral or copyright open source materials that would impact Customer (Earnings and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particulari.e., Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the obligate Client to Concept adhere to provide a record of the work done by the Supplier’s Personnelsuch open source licenses).
6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately if:
6.6.1 a Client directly offers to engage the Supplier or any of the Supplier’s Personnel (whether on a temporary or permanent basis and whether as an employee, worker or self-employed and whether via another agent or employment agency);
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel;
6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnel, any sub-contractor or assignee performing the Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and
6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Service Contract
Supplier’s Obligations and Warranties. 6.1 2.1 The Supplier warrants to Concept:-
6.1.1 that the Supplier’s Personnel possess the required knowledge, expertise, skills, experience, qualifications and any authorisations detailed in the Specification and which are required by law or a professional body necessary to perform the Services (as detailed in the Specification) and shall provide such information about or evidence the Supplies in accordance with the terms and conditions of that knowledge, expertise, experience, skills, qualifications or authorisations as Concept shall require;
6.1.2 that the individual(s) who this Agreement. An Order will perform the Services are willing and able to do so;
6.1.3 that be deemed accepted upon receipt by the Supplier is aware of and will comply with all and any legal, regulatory and/or professional requirements that must be satisfied in performing the Services;
6.1.4 that it knows of no reason why it would be detrimental to the interests of the Client for unless the Supplier or any otherwise notifies Fujitsu within twenty-four (24) hours of the Supplier’s Personnel to perform the Services;receipt of such Order.
6.1.5 that the Services 2.2 The Supplier warrants, represents and undertakes that:
(a) it will meet the requirements of the Specification and shall be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Client to expect in all the circumstances;
6.1.6 that all and any information regarding the Supplier’s knowledge, expertise, skills, experience, training, qualifications and authorisations provided to Concept is complete and accurate and up to date and may be relied upon by Concept and its Clients for the purpose of assessing the suitability of the Supplier and any Supplier’s Personnel referred to for the provision of services generally;
6.1.7 that the Supplier will, when utilising any of its own equipment or intellectual property in carrying out the Services, ensure that any security requirements reasonably required by the Client are complied with;
6.1.8 that it shall comply with all the requirements of the VAT legislation;
6.1.9 that it shall (and shall procure that the Supplier’s Personnel its employees, subcontractors and agents will) comply with all relevant legal obligationsapplicable laws, including but not limited to statutory obligations;
6.1.10 that the Supplier standards and the Supplier’s Personnel shall comply with any relevant legislation or regulations relating to the Specification, the working environment or such rules or site policies as may be notified to it by Concept or the Client relating to the Client’s premises or general operations from time to time in force (including but not limited to those relating to employment, discrimination, health and safety safety, national minimum wage and human rights) from time to time in force and Supplies shall comply with all relevant standards issued from time to time by the extent International Organization for Standardization (ISO), and the Supplier will inform Fujitsu as soon as it becomes aware of any changes in such laws, standards and/or regulations;
(b) the Supplies will meet any performance criteria and conform in all respects with any Product Description or sample;
(c) it owns, and is able to provide good title to Fujitsu, or in the case of Programs is otherwise licensed to provide, the Products which it supplies pursuant to this Agreement;
(d) all Products will be new, of satisfactory quality, and fit for their intended purpose;
(e) all Products supplied are fully compliant with The Restriction on the use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive 2002 (“RoHS”) as implemented by EU Member States except for relevant exemptions where they are reasonably applicable apply and which shall be notified in writing to Fujitsu by the Supplier. Subject to this, any non-compliant Products may be rejected by Fujitsu and returned to the Supplier and at the Supplier’s Personnel)cost. The Supplier shall make available to Fujitsu records of its compliance with RoHS on Fujitsu’s request;
6.1.11 that (f) all Products supplied are fully compliant with REACH. Subject to this, any intellectual property rights of whatever nature and whether registered or not, which non-compliant Products may be created rejected by Fujitsu and returned to the Supplier at the Supplier’s cost. The Supplier shall provide Fujitsu with details of any “Chemical Abstracts Services Registry Numbers” (or CAS numbers) or “European Inventory of Existing Commercial Chemical Substances” numbers (or EINECS numbers) and shall at Fujitsu’s request provide confirmation of compliance with REACH;
(g) it shall comply with the WEEE Regulations and, in particular, (i) register as the “producer” of applicable Products with the relevant environmental regulator by joining a Producer Compliance Scheme (unless otherwise agreed in writing with Fujitsu and noting the exception claimed by the Supplier Supplier); (ii) provide Fujitsu annually with its current EEE Producer Registration Number; and (iii) where required to do so by Fujitsu, collect applicable Products at their end of life from Fujitsu’s or its customer’s site and arrange for the treatment, recycling and environmentally sound disposal of the Products in accordance with the WEEE Regulations and the relevant treatment protocols;
(h) all Services will be performed diligently, with all reasonable skill and care to at least industry standard by appropriately trained experienced and qualified personnel and, where applicable, will meet the agreed service levels;
(i) it will ensure that the Services conform with the service description set out in the course of performing the Specification, will be transferred from the Supplier Order and shall allocate sufficient resources to the Client or performance of the Services as are necessary to whomsoever as the Client may require;
6.1.12 by entering into and performing enable it to comply with its obligations under this Agreement Agreement;
(j) it will not thereby co-operate fully with Fujitsu, its customers, agents and sub- contractors;
(k) in the case of Programs, the media on which the Programs are delivered will be free of defects in breach of materials and workmanship under normal use during the Warranty Period;
(l) it has used its best endeavours to detect and remove computer viruses in any obligation which it owes to any third party; and
6.1.13 the Supplier is not a “managed service company” as defined in section 61B of the Income Tax (Earnings Programs and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 Legislation.
6.2 The Supplier shall retain responsibility for the Supplier’s Personnel. In particular, Concept acknowledges that the Supplier’s Personnel are professionals who will use their own initiative Programs as delivered to the manner in which the Services are delivered and will not be subject to supervision, direction or control from Concept as to the manner in which they provide those Services to the Client.
6.3 The Supplier consents to the submission to the Client or any potential client by Concept, in its absolute discretion, of such information relating to the Supplier, its business and the Supplier’s Personnel as Concept may consider appropriate for consideration by the Client or potential client in relation to the supply or potential supply of services by the Supplier.
6.4 The Supplier shall in performing the Services:-
6.4.1 comply with the Specification unless agreed otherwise in writing in accordance with clause 7.3 below; and
6.4.2 submit [weekly/monthly] timesheets in such format as Concept may require approved by the Client to Concept to provide a record of the work done by the Supplier’s Personnel.
6.5 The Supplier shall ensure that it takes out and maintains valid and adequate Public and Employer’s Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Supplier and the Supplier’s Personnel at a sufficient level to cover the Supplier’s potential liability under this Agreement which shall remain in force throughout the duration of the Agreement. The Supplier shall upon request from Concept provide proof that such insurances are effective and evidence that the premiums are paid up to date.
6.6 The Supplier shall inform Concept immediately if:
6.6.1 a Client directly offers to engage the Supplier or any best of the Supplier’s Personnel knowledge do not contain any computer viruses or software routines designed to disable, damage, impair or erase the Programs; and
(whether on a temporary or permanent basis m) it will (and whether as an employee, worker or self-employed and whether via another agent or employment agency);
6.6.2 at any time a complaint is brought by a Client or any other person, firm, company or body against the Supplier or any of the Supplier’s Personnel;
6.6.3 either before or during the course of an Assignment, the Supplier becomes aware of any reason why the Supplier or any of the Supplier’s Personnel may not be suitable for an Assignment; or
6.6.4 it comes to the attention of the Supplier that the Services are required to perform the duties of any worker taking part in an industrial dispute.
6.7 The Supplier shall procure that the Supplier’s Personnelits employees, any sub-contractor or assignee performing the Services warrant that they are not subcontractors and do not operate as “managed service companies” as defined in section 61B of the Income Tax (Earnings and Pensionsagents will) Act 2003 and that where the Services are performed by a company, then this is a personal service company which is compliant in all respects comply with the IR35 Legislation.
6.8 The Supplier warrants to Concept that the Supplier’s Personnel have consented provisions set out in writing to Concept, any other intermediary involved in supplying the services of the Supplier and the Supplier’s Personnel to the Client (now or in the future) and to the Client:
6.8.1 processing the Supplier’s Personnel’s personal data for purposes connected with the provision of the Services and pursuant to this Agreement; and
6.8.2 exporting and/or processing the Supplier’s Personnel’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance Schedule 1 of this Agreement.
6.9 The Supplier shall be liable for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either Concept or the Client.
6.10 The Supplier acknowledges that any breach of its obligations set out in this clause 6 may cause Concept to suffer Loss and Concept reserves the right to recover such Losses from the Supplier.
Appears in 1 contract
Samples: Purchasing Agreement
