Common use of Supplier’s Responsibilities Clause in Contracts

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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement. 2.2 To obligation; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; comply with all applicable legislation and codes of practice relating to diversity, ethnicity, 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall provided that use all of the Premises is strictly in accordance with the British Council’s reasonable endeavours instructions and is to ensure that it is available at all times on reasonable notice to provide such assistance or information as be solely for the purposes of providing the Services; and promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functions. 2.12 personal injury. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; andand‌ 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance 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 the Services to enable it to comply with its obligations under this Agreement. 2.2 obligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance 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 the Services to enable it to comply with its obligations under this Agreement. 2.2 obligation. 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 including, without limitation, such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or for requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including including, without limitation, in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: 2.1.1 provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement.obligation; 2.2 To 2.1.2 deliver the extent Goods to the delivery point and on the delivery date as notified to 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.for delivery); 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 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).; 2.6 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors.; 2.9 If 2.1.5 comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); 2.1.6 maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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, ethnicity, 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 its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; 2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; 2.1.11 be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided.provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be solely for the purposes of providing the Services; and 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as 2.1.12 promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functionspersonal injury. 2.12 2.2 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 2.3 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. 2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 Specification (Schedule 25)), 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 ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods Services, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement. 2.2 To obligation; deliver the extent Services to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; comply with all applicable legislation and codes of practice relating to diversity, ethnicity, 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall provided that use all of the Premises is strictly in accordance with the British Council’s reasonable endeavours instructions and is to ensure that it is available at all times on reasonable notice to provide such assistance or information as be solely for the purposes of providing the Services; and promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functions. 2.12 personal injury. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement. 2.2 To obligation; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; comply with all applicable legislation and codes of practice relating to diversity, ethnicity, 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall provided that use all of the Premises is strictly in accordance with the British Council’s reasonable endeavours instructions and is to ensure that it is available at all times on reasonable notice to provide such assistance or information as be solely for the purposes of providing the Services; and promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functions. 2.12 personal injury. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall provide agrees that it desires to receive the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) services enumerated in compliance at all times with the terms Section VII of this Master Agreement (and, at the rates contained 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 Conditions as they may 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 revised from time to time required by, the British Council Requirements. 2.5 The or in Exhibit C. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required agrees to pay the Charges Company’s invoices for services rendered in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the a timely manner. Supplier agrees to provide the Services (including in relation all information necessary to the installation of Company to fulfill the SupplierCompany’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Master Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council Company within 24 hours in writing if its license to act as soon a Competitive Supplier is acted upon by the NHPUC or ISO-NE in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of Supplier’s license shall be grounds for immediate termination of this Agreement by the Company. To the extent reasonably practicable, Supplier shall notify the Company no less than forty- eight (48) hours prior to an event reasonably within Supplier’s knowledge, and of which Supplier has reason to believe the Company has no knowledge, and that will render Supplier or its agent unable to maintain Supplier’s status with NEPOOL required to serve load. Upon such notice, by the Supplier or ISO-NE, or upon the occurrence of such an event, the Company shall have the immediate right to switch Supplier’s Customers so affected to the applicable Default Service Rate under the Company’s tariffs with an effective date of the Customer’s last meter reading date. Such switch may include accounts that may be identified as pending transfer from Supplier to another provider. Supplier shall hold harmless, indemnify and defend Company regarding any associated costs and third-party claims related to such switch, and the Supplier shall be responsible to pay any reasonable Company costs incurred due to the required switch of Customers to Default Service. If Supplier, or its Market Participant member, has cured a Default at ISO-NE and has subsequently registered new load assets at ISO-NE, and is practically possible a licensed Supplier in the State of New Hampshire, Supplier may reinitiate the actions set forth in subsection IV above to begin serving customers again. If Supplier’s Electronic Data Interchange (“EDI”) provider has changed, Supplier will also be required to complete testing of the electronic transactions. Customer enrollments on new assets will be effective no sooner than 30 days from the effective date of the asset retirements due to the previous Default. Supplier shall be responsible for reviewing and confirming the accuracy of all data provided to, or made available for, inspection to Supplier by the Company during the load estimation, load reporting, billing and other processes described in this Master Agreement and/or ISO- NE’s Rules. Supplier acknowledges that the Company will select, and may from time to time change, the value added network (“VAN”) or other electronic data transmission vehicle. The Company acknowledges the benefit to both the Company and Supplier in minimizing the transaction costs in selecting the VAN. Notwithstanding the above, the Company will not change the VAN or other electronic data transmission vehicle without first providing Supplier via Internet electronic mail at least seven (7) days’ notice of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interestssuch change. In the event that a conflict of interests does arise, the British Council Supplier shall be entitled to terminate this Agreement on immediate written notice. 2.15 The responsible for the initial testing costs of the VAN or other electronic data transmission vehicle and all costs of subsequent EDI transaction transmissions as described in the Terms and Conditions and the EDI Standards. Supplier warrants acknowledges that the SupplierCompany is authorized to deny Supplier Service to Customers if the Company has terminated such Customer’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services Delivery Service in accordance with the rules and regulations of the NHPUC, until such time as the Customer is reinstated by the Company. In order for Supplier to serve such a Customer after reinstatement, Supplier must re-enroll the Customer. During the term of this Agreement, as to any EDI Standards implemented subsequent to the initial testing period referenced in Section IV C above, Supplier shall be required to successfully complete testing of said standards in accordance with the EDI Standards.

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 BCSNPL 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 BCSNPL Requirements. 2.5 . The Supplier shall comply with the End Client Requirements (if any) and shall do nothing to put the British Council BCSNPL 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 CouncilBCSNPL, appoint or, at the written request of the British CouncilBCSNPL, 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 CouncilBCSNPL’s prior written consent (not to be unreasonably withheld or delayed), replace any of the Key Personnel. The British Council BCSNPL 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 BCSNPL 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 CouncilBCSNPL’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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council BCSNPL reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council BCSNPL shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 BCSNPL or the End Client (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council BCSNPL of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council BCSNPL may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council BCSNPL may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council BCSNPL will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council BCSNPL and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council BCSNPL may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council BCSNPL including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council BCSNPL and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council BCSNPL in writing as soon as is practically possible of any potential conflict of interests and shall follow the British CouncilBCSNPL’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council BCSNPL shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Specification (Error: Reference (Schedule 2source not found)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement. 2.2 To obligation; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); 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; 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; comply with all applicable legislation and codes of practice relating to diversity, ethnicity, 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the Services due to British Council with evidence that such insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of its own illness rights or injury or the illness or injury of any Relevant Person, the Supplier shall advise obligations under this Agreement; promptly notify the British Council of that fact any health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as soon as are reasonably practicable necessary to ensure the health and shall provide such evidence safety of any Relevant Person’s or its own (as persons likely to be affected by the case may be) illness or injury as performance of the Services and notify the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which incident occurring on the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance Premises or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functions. 2.12 personal injury. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 4.1 The Supplier shall provide the Dispensing Services, further to its receipt of a Prescription, in accordance with the terms of the Prescription in all material respects and will dispatch any accepted Prescription in accordance with the Service Levels. 4.2 The Supplier shall provide the Dispensing 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 reasonable care and skill and Good Industry Practice. 4.3 The Supplier shall obtain and maintain for the terms duration of this Agreement (andagreement all necessary licences and consents and comply with all relevant legislation in relation to the Dispensing Services, in particularall cases before the Commencement Date. In providing the Dispensing Services, the Special Terms Supplier shall follow its standard operating procedures, which it has in place from time to time and which shall comply with all applicable General Pharmaceutical Council regulations where applicable. 4.4 The Supplier shall ensure that throughout the duration of this agreement it obtains and maintains adequate insurance with a reputable insurance company, agreed as per below levels, having regard to its obligations under this agreement: 4.4.1 Employer Liability £10,000,000 per event 4.4.2 Public Liability £2,000,000 in the aggregate 4.4.3 Professional Indemnity (including Public and Product Liability): …………………£10,000,000 in the aggregate 4.4.4 Property Insurance: £15,000,000 in the aggregate 5. Customer’s Obligations 5.1 The Customer shall: 5.1.1 co-operate with the Supplier in all matters relating to the Dispensing Services. 5.1.2 provide to the Supplier, in a timely manner, such information and documents, or with access to such information and documents, as the Supplier may require (including the information set out in Schedule 1) and ensure that it is accurate in all material respects. 5.1.3 obtain and maintain for the Terms duration of Reference (Schedule 2)), the reasonable instructions of the British Council this agreement all necessary licences and consents and comply with all applicable regulations and relevant legislation in force from time relation to time. The Supplier shall allocate sufficient resources to enable it to the Prescribing Services, in all cases before the Commencement Date; and 5.1.4 comply with any additional responsibilities in relation to the issuing of a Prescription. 5.2 If the Supplier’s performance of its obligations under this Agreement. 2.2 To the extent the Supplier agreement is required to deliver prevented or delayed by 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 act or omission of the Services under this Agreement and time shall be of the essence in respect of such dates. 2.4 The Supplier shall comply withCustomer, and complete and return any forms its agents, subcontractors, consultants 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 applicableemployees, the Supplier shallshall not be liable for any costs, subject to charges or losses sustained or incurred by 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 Customer that arise directly or indirectly from such member to be suitably skilled, experienced and qualified to carry out the Services. prevention or delay. 5.3 The Supplier Customer 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 indemnify the Supplier will have to replace a member of the Key Personnel where such person leaves the employment of the Supplieron demand for all reasonable costs, in charges or losses which case the British Council shall have a right of approval over the proposed replacement (such approval not to be unreasonably withheld are sustained 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 incurred by the Supplier (including such policies as may be applicable at the Premises) all direct losses and any reasonable verbal those arising from injury to or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements death of any country in which person) that arise directly from the Services are being provided andCustomer’s fraud, if the Supplier fails to do sonegligence, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation failure to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) delay in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's its obligations under this Agreementagreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 4.1 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) Council] in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) , and the Terms of Reference (Schedule 2))Project Specification [and the Project Plan], 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 4.2 The Supplier shall meet meet, and time is of the essence as to, [any performance dates related OR Project Milestones] specified in Schedule 1 [OR the Project Plan]. If the Supplier fails to do so, the Council may (without prejudice to any other rights it may have): (a) terminate this agreement in whole or in part without liability to the Supplier; (b) refuse to accept any subsequent performance of the Services which the Supplier attempts to make; (c) purchase substitute services from elsewhere; (d) hold the Supplier accountable for any loss and additional costs incurred; and (e) have all sums previously paid by the Council to the Supplier under this Agreement and time shall be of agreement refunded by the essence in respect of such datesSupplier. 2.4 4.3 The Supplier shall comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements.shall:‌ 2.5 The Supplier shall comply (a) co-operate with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of all matters relating to the End Client Requirements Services and the Project; (if any). 2.6 Where applicable, the Supplier shall, b) subject to the prior written approval of the British Council, appoint or, at the written request of the British Council, replace without delay delay:‌ (i) the Supplier's Manager [in respect of each Project], who shall have authority under this agreement contractually to bind the Supplier on all matters relating to the Services and the Project; [and (ii) Key Personnel OR any member of the Supplier's Team, each such member to who shall be suitably skilled, experienced and qualified to carry out the Services. The Supplier shall not, without the British Council’s prior written consent .] (not c) subject to be unreasonably withheld or delayedclause 4.3(b), replace any ensure that the same person acts as the Supplier's Manager throughout the term of this agreement; (d) ensure that the Supplier's Team use reasonable skill and care in the performance 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)Services. 2.7 4.4 The Supplier shall: 2.7.1 (a) 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse that the Supplier's Team access observe, all health and safety rules and regulations and any other security requirements that apply at any of the Council's premises; (b) notify the Council as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Premises and/or to suspend Services or the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspensionProject; and 2.7.2 (c) before the date on which the Services are to start, obtain obtain, and at all times maintain maintain, all necessary licences and consents and comply with all licences and consents required to enable the Supplier to provide the Services (including relevant legislation in relation to to: (i) the Services; (ii) [the installation of the Supplier’s 's Equipment]; (iii) [the use of In-put Material]; (iv) the use of all Documents, information and materials provided by the Goods Supplier [or its agents, subSuppliers, consultants or employees] relating to the Services which existed prior to the commencement of this agreement, including [computer programs, data, reports and specifications OR [SPECIFY RELEVANT PRODUCTS OR MATERIALS] OR the pre- existing materials specified in accordance with this Agreementthe Project Plan]; and (v) [the use of the Council's Equipment in relation to the Supplier's Equipment.] 2.8 4.5 The Supplier shall not at any time during acknowledges and agrees that: (a) the Term do or say anything which damages or which could reasonably be expected to damage Council is entering into this agreement on the interests or reputation basis of the British Council or the End Client (if any) or their respective officersTender, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant PersonProject Specification and Project Plan, the Supplier shall advise Tender is accurate and complete in all material respects, and is not misleading; and (b) if it considers that the British Council of that fact as soon as reasonably practicable and shall provide such evidence of is not, or may not, be complying with any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individualCouncil's obligations, it shall provide one or more Relevant Person(sonly be entitled to rely on this as relieving the Supplier's performance under this agreement: (i) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the it restricts or precludes performance of the Services. The British Services by the Supplier; and (ii) if the Supplier, promptly after the actual or potential non- compliance has come to its attention, has notified details to the Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual propertywriting. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement4.6 [ANY OTHER RELEVANT RESPONSIBILITIES]. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1Error: Reference source not found) 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 the Services to enable it to comply with its obligations under this Agreement. 2.2 obligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

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 210)), 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 . The Supplier shall comply with the End Client’s Code of Conduct (Schedule 7) at all times. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (Schedule 27.1)), 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury 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; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the illness British Council’s reasonable instructions relating to such activity or injury of any Relevant Personpublicity (and, in particular, the Supplier shall advise not use the British Council’s logo or other branding without having previously obtained such prior written consent); 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of that fact as soon as reasonably practicable and shall provide its rights or obligations under this Agreement; be entitled to use such evidence parts of any Relevant Person’s or its own (as the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

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 211)), 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 4.1 The Supplier shall provide agrees with MCH to perform the Services and during the Goods and deliver the Deliverables Term in accordance 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, return for 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 AgreementFees. 2.2 To 4.2 In performing 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 applicableServices, 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(a) exercise the degree of skill, care 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 diligence reasonably expected of a Supplier (including such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which performing services like the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement.best industry practice; 2.8 The Supplier shall not at any time during (b) supply appropriately skilled personnel and appropriate resources; (c) provide documents, reports, and other materials necessary to enable MCH to receive 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance full benefit of the Services. The British Council may, in its discretion, require the Relevant Person(s; (d) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing provide the Services in accordance with any Incorporated Documents; (e) comply with: (i) all relevant statutes, regulations and rules or requirements of any government, local or public authority and professional codes of conduct or practice that may be applicable to the Services; and (ii) all directions as to safety or safe practices from time to time issued by or on behalf of MCH; (f) co-operate with any third parties engaged by MCH in relation to the Services and act in the best interests of MCH when dealing with third parties engaged by MCH; and (g) keep detailed records of all things done by it in relation to the Services. 4.3 The Supplier and Supplier’s Staff are independent Suppliers and this AgreementAgreement does not, and shall not be construed to, create an employment, joint venture, agency, trust or partnership relationship between the Supplier and MCH. The Supplier shall keep MCH indemnified from and against all liability, claims and demands in respect of or arising out of any assertion by the Supplier contrary to this clause 4.3. 4.4 Subject to clause 9.6, the Supplier is responsible for paying all taxes, levies and payments relating to all payments made by MCH to the Supplier for the Services, including, without limitation, the salaries, fees and costs of the Supplier’s Staff, including all relevant and employee benefits. The Supplier shall keep MCH indemnified from and against all liability, claims and demands in respect of or arising out of any non-payment of the same. 4.5 The Supplier shall, at the request of MCH, replace members of the Supplier’s Staff who are deemed unsuitable by MCH (acting reasonably) for the tasks assigned to them. Standards, Delay and Failure to Provide Services If the Supplier becomes aware that there is or is likely to be a delay in providing any or all of the Deliverables and/or Services by any time frame set out in the Statement of Work or otherwise communicated by MCH to the Supplier, the Supplier will: immediately inform MCH verbally and in writing of: the delay or likely delay;

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose Supplier or made known to the Supplier by the British Council; (c) be free from defects in design, material and workmanship and remain so for 12 months after delivery; and (d) comply with all applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery. Notwithstanding any other terms of providing this Agreement, the Supplier shall be neither permitted nor required to commence any of the obligations or responsibilities set out in this Agreement including, for the avoidance of doubt, the Services and Activities outlined in accordance with this AgreementSchedule 2 until the British Council has notified the Supplier in writing that the Supplier may commence such responsibilities (the “Start Work Notice”). The decision as to whether to deliver the Start Work Notice shall at all times be at the sole and unfettered discretion of the British Council.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: 2.1.1 provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement.obligation; 2.2 To 2.1.2 deliver the extent Goods to the delivery point and on the delivery date as notified to 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.for delivery); 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 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).; 2.6 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors.; 2.9 If 2.1.5 comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); 2.1.6 maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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 its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; 2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; 2.1.11 be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided.provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be solely for the purposes of providing the Services; and 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as 2.1.12 promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functionspersonal injury. 2.12 2.2 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 2.3 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. 2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

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 1Error: Reference source not found) 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: 2.1.1 provide the Services and the Goods Services, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement.obligation; 2.2 To 2.1.2 deliver the extent Services to the delivery point and on the delivery date as notified to 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.for delivery); 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 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).; 2.6 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors.; 2.9 If 2.1.5 comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); 2.1.6 maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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, ethnicity, 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 its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; 2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; 2.1.11 be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided.provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be solely for the purposes of providing the Services; and 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as 2.1.12 promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functionspersonal injury. 2.12 2.2 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 2.3 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. 2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (Schedule 29)), 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 the Services to enable it to comply with its obligations under this Agreement. 2.2 obligation. 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 including, without limitation, such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or for requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including including, without limitation, in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement. The British Council shall: co-operate with the Supplier in all matters relating to the Services and the Goods and appoint the British Council’s Manager in relation to the Services, who shall have the authority to represent the British Council on day-to-day matters relating to this Agreement; and inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements, policies and British Council instructions that apply at the Premises and/or in the country in which the Services are being provided from time to time during the Term. The Supplier acknowledges and agrees that if it considers that the British Council is not or may not be complying with any of the British Council’s obligations, it shall only be entitled to rely on this as relieving the Supplier's performance under this Agreement: to the extent that it restricts or precludes performance of the Services or the provision of the Goods by the Supplier; and if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details to the British Council in writing.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 24)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement. 2.2 To obligation; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; comply with all applicable legislation and codes of practice relating to diversity, ethnicity, 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall provided that use all of the Premises is strictly in accordance with the British Council’s reasonable endeavours instructions and is to ensure that it is available at all times on reasonable notice to provide such assistance or information as be solely for the purposes of providing the Services; and promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functions. 2.12 personal injury. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 3.1. The Supplier shall provide the Services and the Goods Services, and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) TINKER TAYLOR, in compliance at all times accordance with the terms of this Agreement (andConfirming Email or Call Sheet, 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 3.2. The Supplier shall meet meet, and time is of the essence as to, any performance dates related reasonably specified by TINKER TAYLOR for the delivery of the Services. If the Supplier fails to do so, TINKER TAYLOR may (without prejudice to any other rights it may have): (a) terminate this agreement in whole or in part without liability to the Supplier; (b) refuse to accept any subsequent performance of the Services which the Supplier attempts to make; (c) purchase substitute services from elsewhere; (d) hold the Supplier accountable for any loss and additional costs incurred; and (e) have all sums previously paid by TINKER TAYLOR to the Supplier under this Agreement agreement refunded by the Supplier. 3.3. The Supplier and time it’s staff and representatives shall be adhere to the Client’s Code of Conduct, namely: (a) co-operate with TINKER TAYLOR in all matters relating to the Services; (b) procure the exclusive availability of the essence in respect Supplier’s Team to provide the Services during the term of such dates.this agreement; 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 anyc) and shall do nothing to put the British Council in breach promptly inform TINKER TAYLOR of the End Client Requirements absence (if any). 2.6 Where applicableor anticipated absence) of the Supplier’s Manager, or any member of the Supplier’s Team. If TINKER TAYLOR requires, the Supplier shall, subject shall provide a suitably qualified replacement; (d) not make any changes to the Supplier’s Manager or the Supplier’s Team without 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 TINKER TAYLOR (such approval not to be unreasonably withheld or delayed); and (e) ensure that the Supplier’s Team use reasonable skill and care in the performance of the Services. 2.7 The Supplier shall: 2.7.1 (f) observe, and ensure that, where applicable, that the Supplier’s Team observesobserve, 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 all health and safety policy notified rules and regulations and any other reasonable security requirements that apply at any site or location; (g) handle any hired equipment hired by the supplier for their use appropriately and within the manufacturer’s guidelines. (h) Arrive promptly and ready for work at the agreed times. (i) notify TINKER TAYLOR as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Supplier Services and which it did not anticipate or secure its own insurance to cover the risks incurred; (including such policies as may be applicable at the Premisesj) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain obtain, and at all times maintain maintain, all necessary licences and consents and comply with all licences and consents required to enable the Supplier to provide the Services (including relevant legislation in relation to to: (i) the Services; (ii) the installation or use of the Supplier’s Equipment; (iii) and the Goods use of XXXXXX XXXXXX’x Equipment in accordance relation to the Supplier’s Equipment; (k) dress appropriately in clothing which is appropriate to the setting but also which is consistent with this Agreementmaintaining a professional impression with XXXXXX XXXXXX’x client; (l) to behave in a professional manner at all times; (m) agree not to approach XXXXXX XXXXXX’X client or any of it’s client’s personnel directly without permission for any reason. 2.8 (n) agree not to approach on their behalf or on the behalf of a third party, any member of the TINKER TAYLOR staff for the purposes of recruitment. (o) agree not to use any footage taken as part of the TINKER TAYLOR brief or taken whilst under contract with TINKER TAYLOR without their express permission. (p) agree not to reveal the suppliers have been employed on a TINKER TAYLOR project without their express permission. 3.4. The Supplier shall not at any time during acknowledges and agrees that: (a) TINKER TAYLOR is entering into this agreement on the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation basis of the British Council the Confirming Email or the End Client (if any) or their respective officersCall Sheet and that they are accurate and complete in all material respects, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individualmisleading; and (b) if it considers that TINKER TAYLOR is not, or may not, be complying with any of XXXXXX XXXXXX’x obligations, it shall provide one or more Relevant Person(sonly be entitled to rely on this as relieving the Supplier’s performance under this agreement: (i) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the it restricts or precludes performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of Services by the Supplier's obligations under this Agreement.; and 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of (ii) if the Supplier. The Supplier shall notify , promptly after the British Council actual or potential non- compliance has come to its attention, has notified details to TINKER TAYLOR in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written noticewriting. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 Specification (Schedule 25)), 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 ; deliver the extent Goods to the delivery point and on the delivery, date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide any reasonable amendment to this Agreement in accordance with variation clause 20 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (Schedule 28.1)), 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 the Services to enable it to comply with its obligations under this Agreement. 2.2 obligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 . The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 . If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 . The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 . The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 . Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 . Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 . The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 . The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 Specification (Schedule 23.1)), 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 ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: provide the Services and the Goods and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services 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 obligation; comply with the End Client end client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client end client Requirements (if any). 2.6 Where applicable, ; maintain records relating to this Agreement for seven (7) years following the Supplier shall, subject year in which this Agreement terminates or expires and allow the British Council and/or any end client access to the prior written approval of those records on reasonable notice and at reasonable times for audit purposes; obtain the British Council, appoint or, ’s prior written consent to all promotional activity or publicity and act at the written request of all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity; comply with all applicable legislation and codes of practice relating to diversity, replace without delay ethnicity, equality, non-discrimination and human rights in force in England and Wales and any member of other territory in which the Supplier's Team, each such member Services are to be suitably skilledprovided; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, experienced and qualified to carry out on request, provide the Services. The Supplier shall British Council with evidence that such insurance cover is in place; not, without the British Council’s prior written consent (not to be unreasonably withheld consent, assign or delayed), replace otherwise transfer any of the Key Personnel. The British Council acknowledges that the Supplier will have its rights or obligations under this Agreement; be entitled to replace a member use such parts of the Key Personnel where such person leaves the employment of the Supplier, in which case Premises on a non-exclusive basis as the British Council shall have a right may from time to time designate as are necessary for the performance 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, Services provided that use of the Supplier’s Team observes, Premises is strictly in accordance with the British Council’s Acceptable Usage Policy, Roam User Policy (where access reasonable instructions and is to be solely for the relevant information technology systems has been granted), Information Security Policy purposes of providing the Services; and promptly notify the British Council of any applicable security policy or health and safety policy notified to the Supplier (including such policies as hazards which may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply arise in connection with the legal requirements performance of any country in which this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are being provided and, if the Supplier fails to do so, and notify the British Council reserves the right to refuse the Supplier's Team access to of any incident occurring on the Premises and/or to suspend or otherwise in connection with the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions which causes or requirements and the British Council shall not be required could give rise to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably requirepersonal injury. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall use reasonable endeavours to provide the Services and the Goods and deliver the Deliverables in accordance with (i) reasonable skill and care and to the highest professional standards (ii) this agreement 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 timematerial respects. The Supplier shall allocate sufficient resources use reasonable endeavours to enable it to comply with its obligations under this Agreement. 2.2 To the extent meet any performance dates in Schedule 1 but any such dates shall be estimates only and time for performance by 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 not be of the essence in respect of such dates. 2.4 this agreement. 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 Customer shall: co-operate with the End Client Requirements Supplier in all matters relating to the Services; appoint a manager for the Services, such person as identified in Schedule 1. That person shall have the authority to contractually to bind the Customer on matters relating to the Services (if any) including by signing Change Orders); provide, for the Supplier, its agents, subcontractors, consultants and shall do nothing employees, in a timely manner and at no charge, access to put the British Council in breach of the End Client Requirements (if any). 2.6 Where applicableCustomer's premises, office accommodation, data and other facilities as reasonably required by the Supplier shall, subject including any such access as is specified in Schedule 1; provide to the prior written approval Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under Schedule 1 or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete; inform the Supplier of the British Council, appoint or, all health and safety and security requirements that apply 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 Customer's premises; obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which provide the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 all cases before the date on which the Services are to start, obtain and at all times maintain and comply ; provide to the Supplier with all licences and consents required a suitable job description or job summary applicable to the role to enable the Supplier to provide search for, or advertise for, suitable candidates. If the Services (including in relation to the installation Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall not at any time during the Term do Customer, its agents, subcontractors, consultants 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 (if any) or their respective officers, employees, agents then, without prejudice to any other right or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Personremedy it may have, the Supplier shall advise the British Council be allowed an extension of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or time to perform its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable obligations equal to the Supplier in respect of any period during which delay caused by the Services are not providedCustomer. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

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))Reference, 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 4.1 The Supplier shall provide the Dispensing Services, further to its receipt of a Prescription, in accordance with the terms of the Prescription in all material respects and will dispatch any accepted Prescription in accordance with the Service Levels. 4.2 The Supplier shall provide the Dispensing 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 reasonable care and skill and Good Industry Practice. 4.3 The Supplier shall obtain and maintain for the terms duration of this Agreement (andagreement all necessary licences and consents and comply with all relevant legislation in relation to the Dispensing Services, in particularall cases before the Commencement Date. In providing the Dispensing Services, the Special Terms Supplier shall follow its standard operating procedures, which it has in place from time to time and which shall comply with all applicable General Pharmaceutical Council regulations where applicable. 4.4 The Supplier shall ensure that throughout the duration of this agreement it obtains and maintains adequate insurance with a reputable insurance company, agreed as per below levels, having regard to its obligations under this agreement: 4.4.1 Employer Liability: £10,000,000 per event 4.4.2 Public Liability: £2,000,000 in the aggregate 4.4.3 Professional Indemnity (including Public and Product Liability): …………………£10,000,000 in the aggregate 4.4.4 Property Insurance: £15,000,000 in the aggregate 5.1 The Customer shall: 5.1.1 co-operate with the Supplier in all matters relating to the Dispensing Services. 5.1.2 provide to the Supplier, in a timely manner, such information and documents, or with access to such information and documents, as the Supplier may require (including the information set out in Schedule 1) and ensure that it is accurate in all material respects. 5.1.3 obtain and maintain for the Terms duration of Reference (Schedule 2)), the reasonable instructions of the British Council this agreement all necessary licences and consents and comply with all applicable regulations and relevant legislation in force from time relation to time. The Supplier shall allocate sufficient resources to enable it to the Dispensing Services, in all cases before the Commencement Date; and 5.1.4 comply with any additional responsibilities in relation to the issuing of a Prescription. 5.2 If the Supplier’s performance of its obligations under this Agreement. 2.2 To the extent the Supplier agreement is required to deliver prevented or delayed by 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 act or omission of the Services under this Agreement and time shall be of the essence in respect of such dates. 2.4 The Supplier shall comply withCustomer, and complete and return any forms its agents, subcontractors, consultants 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 applicableemployees, the Supplier shallshall not be liable for any costs, subject to charges or losses sustained or incurred by 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 Customer that arise directly or indirectly from such member to be suitably skilled, experienced and qualified to carry out the Services. prevention or delay. 5.3 The Supplier Customer 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 indemnify the Supplier will have to replace a member of the Key Personnel where such person leaves the employment of the Supplieron demand for all reasonable costs, in charges or losses which case the British Council shall have a right of approval over the proposed replacement (such approval not to be unreasonably withheld are sustained 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 incurred by the Supplier (including such policies as may be applicable at the Premises) all direct losses and any reasonable verbal those arising from injury to or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements death of any country in which person) that arise directly from the Services are being provided andCustomer’s fraud, if the Supplier fails to do sonegligence, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation failure to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) delay in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's its obligations under this Agreementagreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Services, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (Schedule 20)), 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 2.3 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 2.4 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 2.5 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 2.6 The Supplier shall: 2.7.1 2.6.1 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 2.6.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 2.7 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 2.8 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 2.9 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 2.10 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 2.11 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 2.12 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 2.13 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 2.14 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Services, and deliver the Deliverables with (iif any) 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) Customer 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 the Services to enable it to comply with its obligations under this Agreementobligation. 2.2 To The Supplier shall meet, and time is of the extent essence as to, any performance dates specified in the Timetable. If the Supplier is required fails to deliver do so, the Customer may (without prejudice to any Goods under other rights it may have): 2.2.1 terminate this Agreement, those Goods shall Agreement in whole or in part without liability to the Supplier; 2.2.2 refuse to accept any subsequent performance of the Services which the Supplier attempts to make; 2.2.3 purchase substitute services from elsewhere; 2.2.4 hold the Supplier accountable for any loss and additional costs incurred.; and 2.2.5 be entitled to withhold payment to the Supplier of satisfactory quality, fit for purpose and shall comply with the whole or any applicable specification set out in this Agreement.part of the Fee.. 2.3 The Supplier shall meet any dates related shall: 2.3.1 co-operate with the Customer in all matters relating to the performance Services; 2.3.2 procure the availability of the Supplier’s Representative and Key Personnel to provide the Services under this Agreement and time shall be during the Term; 2.3.3 promptly inform the Customer of the essence in respect of such dates. 2.4 The Supplier shall comply with, and complete and return any forms absence (or reports from time to time required by, the British Council Requirements. 2.5 The Supplier shall comply with the End Client Requirements (if anyanticipated absence) and shall do nothing to put the British Council in breach of the End Client Requirements (if any). 2.6 Where applicableSupplier’s Representative, or any Key Personnel. If the Customer requires, the Supplier shall, subject shall provide a suitably qualified replacement; 2.3.4 not make any changes to the Supplier’s Representative or the Key Personnel without 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 Customer (such approval not to be unreasonably withheld or delayed).; and 2.7 The Supplier shall:2.3.5 ensure that the Supplier’s Personnel use reasonable skill and care in the performance of the Services; 2.7.1 2.3.6 observe, and ensure that, where applicable, that the Supplier’s Team observesPersonnel, the British Council’s Acceptable Usage Policyincluding Key Personnel, Roam User Policy (where access to the relevant information technology systems has been granted)observe, Information Security Policy and any applicable security policy or all health and safety policy notified rules and regulations and any other reasonable security requirements that apply at any Venue to which the Supplier is given access in order to carry out the Services, and that have been communicated to the Supplier (including such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued from time to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council time. The Customer reserves the right to refuse the Supplier's Team ’s Personnel access to the Premises and/or Venue(s), which shall only be given to suspend the provision extent necessary for the performance of the Services until such time Services; 2.3.7 notify the Customer as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspensionServices; and 2.7.2 2.3.8 before the date on which the Services are to start, obtain obtain, and at all times maintain maintain, all necessary licences and consents and comply with all licences and consents required to enable the Supplier to provide the Services (including Applicable Laws in relation to to: 2.3.8.1 the Services; 2.3.8.2 the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under Equipment (if any); 2.3.8.3 the use of Customer Materials; 2.3.8.4 the use of all Documents, information and materials provided by the Supplier or the Supplier Personnel relating to the Services which existed prior to the commencement of this Agreement.; and 2.14 The Supplier shall 2.3.8.5 the use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or Customer's Equipment (if any); and 2.3.9 any other responsibilities as set out in the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written noticeAppointment Letter. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 11 and 3) 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 the Services to enable it to comply with its obligations under this Agreementobligation. 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. 2.12 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Agreement.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 10) and the Terms of Reference 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. 2.2 To ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury 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; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the illness British Council’s reasonable instructions relating to such activity or injury of any Relevant Personpublicity (and, in particular, the Supplier shall advise not use the British Council’s logo or other branding without having previously obtained such prior written consent); 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of that fact as soon as reasonably practicable and shall provide its rights or obligations under this Agreement; be entitled to use such evidence parts of any Relevant Person’s or its own (as the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall 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 Specification (Schedule 24)), 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 ; deliver the extent Goods to the delivery point and on the delivery date as notified to 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 for delivery); 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 (if any) or their respective officers, employees, agents or contractors. 2.9 If ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier is unable agrees to provide 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 Services due Data Protection Legislation in force at that time; maintain records relating to its own illness this Agreement for seven (7) years following the year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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; 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; 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; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be payable to solely for the Supplier in respect purposes of providing the Services; promptly notify the British Council of any period during health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services are not provided. 2.10 The Supplier shall and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and use all its reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as does not become involved in any conflict of interests between the interests of the British Council may require. 2.11 The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to and/or the provision End Client and the interests of the Services provided that Supplier itself or any client of the Supplier, and shall notify the British Council will not in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be liable entitled to bear the cost of such functions. 2.12 terminate this Agreement on immediate written notice. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 The Supplier warrants that the Supplier’s Equipment shall Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000, as amended) and fit for any purpose held out by the purpose of providing Supplier or made known to the Services Supplier by the British Council; (c) be free from defects in accordance design, material and workmanship and remain so for 12 months after delivery; and (d) comply with this Agreementall applicable statutory and regulatory requirements. Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

Supplier’s Responsibilities. 2.1 The Supplier shall shall: 2.1.1 provide the Services and the Goods Goods, and deliver the Deliverables to the British Council, with (i) reasonable skill and skill, care and to the highest professional standards (ii) ability in compliance at all times accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference Specification (Schedule 2)), and with the reasonable instructions of the British Council Council, and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to the Services to enable it to comply with its obligations under this Agreement.obligation; 2.2 To 2.1.2 deliver the extent Goods to the delivery point and on the delivery date as notified to 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.for delivery); 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 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).; 2.6 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 verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and 2.7.2 before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. 2.8 The Supplier shall 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 British Council’s end client (if any) or their respective officers, employees, agents or contractors.; 2.9 If 2.1.5 comply in all material respects with the Supplier is unable Data Protection Act 1998 (or any equivalent legislation in any applicable jurisdiction); 2.1.6 maintain records relating to provide this Agreement for seven (7) years following the Services due to its own illness year in which this Agreement terminates or injury or the illness or injury of any Relevant Person, the Supplier shall advise 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, ethnicity, 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 its activities under this Agreement and, on request, provide the British Council with evidence that fact as soon as reasonably practicable and shall provide such evidence insurance cover is in place; 2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of any Relevant Person’s its rights or its own (as obligations under this Agreement; 2.1.11 be entitled to use such parts of the case may be) illness or injury Premises on a non-exclusive basis as the British Council may reasonably require. For from time to time designate as are necessary for the avoidance performance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided.provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be solely for the purposes of providing the Services; and 2.10 The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as 2.1.12 promptly notify the British Council of any health and safety hazards which may require. 2.11 The Supplier may use another personarise in connection with the performance of this Agreement, firm, company or organisation to perform any administrative, clerical or secretarial functions which take such steps as are reasonably incidental necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services provided that the British Council will not be liable which causes or could give rise to bear the cost of such functionspersonal injury. 2.12 2.2 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including including, without limitation, with regard to confidentiality and intellectual property. 2.13 Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. 2.14 The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the British Council in writing as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. 2.15 2.3 The Supplier warrants that the Supplier’s Equipment shall be of satisfactory quality and fit for Goods shall: (a) conform to the purpose of providing the Services Specification in accordance with this Agreement.Schedule 2;