Supplier’s Responsibilities. 14.1 The Supplier shall supply all the Goods and Related Services included in the Scope of Supply in accordance with GCC Clause 12, and the Delivery and Completion Schedule, as per GCC Clause 13.
Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.
2.2 To the extent the Supplier is required to deliver any Goods under this Agreement, those Goods shall be of satisfactory quality, fit for purpose and shall comply with any applicable specification set out in this Agreement.
2.3 The Supplier shall meet any dates related to the performance of the Services under this Agreement and time shall be of the essence in respect of such dates.
2.4 The Supplier shall comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements.
2.5 The Supplier shall comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any).
2.6 Where applicable, the Supplier shall, subject to the prior written approval of the British Council, appoint or, at the written request of the British Council, replace without delay any member of the Supplier's Team, each such member to be suitably skilled, experienced and qualified to carry out the Services. The Supplier shall not, without the British Council’s prior written consent (not to be unreasonably withheld or delayed), replace any of the Key Personnel. The British Council acknowledges that the Supplier will have to replace a member of the Key Personnel where such person leaves the employment of the Supplier, in which case the British Council shall have a right of approval over the proposed replacement (such approval not to be unreasonably withheld or delayed).
2.7 The Supplier shall:
2.7.1 observe, and ensure that, where applicable, the Supplier’s Team observes, the British Council’s Acceptable Usage Policy, Roam User Policy (where access to the relevant information technology systems has been granted), Information Security Policy and any applicable security policy or health and safety policy notified to the Supplier (including such policies as may be applicable at the Premises) and any reasonable ve...
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of ...
Supplier’s Responsibilities. 4.1. The Supplier shall:
a) provide the Works in accordance with the Purchase Order;
b) ensure that the Works will conform in all respects with the Purchase Order;
c) perform the Works with the highest level of care, skill and diligence in accordance with good industry practice;
d) co-operate with the Customer in all matters relating to the Works, and comply with the Customer’s reasonable instructions;
e) before the date on which the Works are to start, obtain and maintain during the term of the relevant Purchase Order, all necessary licences and consents and comply with all Applicable Laws and Mandatory Policies;
f) the Customer reserves the right to refuse any of the Supplier’s personnel involved in the provision of the Works access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the Works;
g) hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisations;
h) not do or omit to do anything, reasonably within its power and ability, which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies;
i) notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier;
j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer;
k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s);
l) provide the Customer with at least 24 hours notification of a Change Order request;
m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties;
n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of th...
Supplier’s Responsibilities. 3.1 All information systems, computers and associated software in the trading relationship between the Supplier and the Customer must have “date integrity” including provision for “year” and “leap year”.
3.2 Clause not used
3.3 The Customer may require the Supplier to provide a form of performance bond or security in respect of the Goods, Services and/or Works which shall be in the form specified in the Order.
Supplier’s Responsibilities. 3.1 Supplier shall deliver the Goods and provide the Services:
3.1.1 in accordance with the applicable laws and regulations;
3.1.2 in accordance with the Contract (including by providing any nec- xxxxxx documentation) and all Customer instructions;
3.1.3 free from defects and from any rights of third parties; and
3.1.4 fit for any particular purpose specified in the Contract or, in ab- sence thereof, fit for the purposes for which such Goods and/or Ser- vices would ordinarily be used.
3.2 Supplier shall ensure that the Goods are packed according to indus- try standards and any applicable laws and regulations, in a manner ad- equate to preserve and protect the Goods, and sufficient to enable safe unloading and inspection at the relevant Delivery Location.
3.3 When Customer (or a Customer Affiliate at a relevant Delivery Lo- cation) identifies quality related issues on the part of Supplier, Cus- tomer (or Customer Affiliate) will notify Supplier thereof. Notwith- standing other remedies available to Customer under the Contract, Cus- tomer may instruct Supplier to undertake at Supplier’s risk and expense an analysis into the root cause(s) of the quality related issues; such anal- ysis being undertaken and reported to Customer within ten (10) calen- dar days of the notification of the quality related issue(s). Customer reserves the right to undertake an audit (carried out by Customer’s nominated personnel, which may include third party experts or Cus- tomer Affiliate staff) of Supplier based on the results of the root cause analysis or where Supplier fails to comply with this Clause. Supplier shall also pro-actively advise Customer if it becomes aware of any quality related issues that may affect the Goods and/or Services, and the provisions of this Clause 3.3 shall otherwise apply as if the issue had been notified by Customer.
3.4 Customer may issue Variation Orders to Supplier, and Supplier shall carry out such Variation Orders. If any Variation Order causes an increase or decrease in the cost of, or the time required for the perfor- xxxxx of, any Services or Goods, an equitable adjustment shall be made in the purchase price and/or Delivery schedule in writing. Any Supplier claim for adjustment under this Clause will be deemed waived unless asserted within thirty (30) calendar days from Supplier’s receipt of the Variation Order. Variation Orders requested by Supplier only become effective after written confirmation by Customer.
3.5 Supplier must not suspend ...
Supplier’s Responsibilities. 5.1 The Supplier shall use reasonable endeavours to provide the Works, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects.
5.2 The Supplier shall use reasonable endeavours to meet any performance dates or Milestones specified in a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.
5.3 The Supplier shall appoint a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Works (including by signing Change Orders). The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier’s manager throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business.
5.4 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under Clause 6.1(e) and which are set out in Schedule 4, provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.
Supplier’s Responsibilities. The Supplier undertakes to:
Supplier’s Responsibilities. 4.1 The Supplier shall use reasonable endeavours to provide the Services in accordance with this Agreement in all material respects.
4.2 Time for performance by the Supplier shall not be of the essence of this Agreement.
4.3 The Supplier shall not be obliged to provide any Services unless and until the Supplier notifies (via email) the particular Customer that such particular Customer has been connected by the Supplier to the Platform.
4.4 The Supplier may cancel, suspend or modify one, some or all of the Services without any prior notice and with immediate effect if the Supplier or any Payment Scheme or any Cart Issuer, in its opinion, considers it necessary and desirable to do so. The Supplier shall notify the Customer as soon as possible of any such cancellation, suspension or modification, if such notification of cancellation, suspension or modification is allowed under the Applicable Laws.
Supplier’s Responsibilities. 8.1 The Supplier shall conduct all contracted activities with due care and diligence, in accordance with the Contract and with the skill and care expected of a competent provider of information technologies, information systems, support, maintenance, training, and other related services, or in accordance with best industry practices. In particular, the Supplier shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.
8.2 The Supplier confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the System provided by the Purchaser and on the basis of information that the Supplier could have obtained from a visual inspection of the site (if access to the site was available) and of other data readily available to the Supplier relating to the System as at the date twenty-eight (28) days prior to bid submission. The Supplier acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Contract. However, the Supplier will not be liable if the Bank did not avail data and information to the Supplier necessary to the performance of the Contract and as a result of which the Supplier incurs additional costs for the successful performance of the Contract. In such event, both parties shall agree on an equitable adjustment.
8.3 The Supplier shall be responsible for timely provision of all resources, information, and decision making under its control that are necessary to reach a mutually Agreed and Finalized Project Plan (pursuant to GCC Clause 16.3) within the time schedule specified in the Implementation Schedule in the Technical Requirements Section. Failure to provide such resources, information, and decision-making may constitute grounds for termination pursuant to GCC Clause 29.2.
8.4 The Supplier shall acquire in its name all permits, approvals, and/or licenses from all local, state, or national government authorities or public service undertakings in the Purchaser’s Country that are necessary for the performance of the Contract, including, without limitation, visas for the Supplier’s and Subcontractor’s personnel and entry permits for all imported Supplier’s Equipment. The Supplier shall acquire all other permits, approvals, and/or licenses that ...
