Supplier’s Responsibilities. 2.1 The Supplier shall: 2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.; 2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery); 2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any); 2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors; 2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time; 2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes; 2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity; 2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided; 2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place; 2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement; 2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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; 2.1.12 promptly notify the British Council of any 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 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; 2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and 2.1.14 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, and 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. 2.2 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, without limitation, with regard to confidentiality and intellectual property. 2.3 The Supplier warrants that the 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 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. 2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 7 contracts
Samples: Purchase Agreement, Professional Services, Professional Services
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; and comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the 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 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 5 contracts
Samples: Consultancy Services Agreement, Supply Agreement, Bulk SMS Service Agreement
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; and comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 5 contracts
Samples: Supply Agreement, Service Agreement, Supply Agreement
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 and 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, and 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.
2.2 . 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the 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 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 4 contracts
Samples: Supplier Agreement, Supplier Agreement, Supplier Agreement
Supplier’s Responsibilities. 2.1 The Supplier 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 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;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;; and
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the 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 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 3 contracts
Samples: Contract for Creation of a Short Film, Consultancy Services Agreement, Consultancy Services Agreement
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 3 contracts
Samples: Professional Services, Professional Services, Purchase Agreement
Supplier’s Responsibilities. 2.1 The Supplier 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 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;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the 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 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement, Professional Services
Supplier’s Responsibilities. 2.1 The Supplier 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 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;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;; and
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 3 contracts
Samples: Consultancy Services Agreement, Terms and Conditions of Contract, Terms and Conditions of Contract
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; and promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the 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 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 2 contracts
Samples: Supply Agreement, Professional Services
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 : provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 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.;
2.1.2 ; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- re-enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 and 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, and 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.
2.2 . 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 2 contracts
Samples: Supplier Agreement, Supplier Agreement
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 and 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, and 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.
2.2 . 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 1 contract
Samples: Purchase Agreement
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 : provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 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 enable it to comply with its obligations under this Agreement.;
2.1.2 ; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 and 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, and 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.
2.2 . 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the 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 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery. The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such. This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits: any tax (including, without limitation, VAT), National Insurance contributions or similar impost or payment of a fiscal nature arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier in respect of the Services; and any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council.
Appears in 1 contract
Samples: Purchase Agreement
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- re-enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the 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 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.;
Appears in 1 contract
Samples: Professional Services
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 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.;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the 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 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 1 contract
Samples: Professional Services
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 : provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1Error: Reference source not found) and the Specification (Schedule 2Error: Reference source not found)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.;
2.1.2 ; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- re-enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; promptly notify the British Council of any 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 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;
2.1.13 ; comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 and 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, and 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.
2.2 . 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the 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 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 1 contract
Samples: Standard Terms Agreement
Supplier’s Responsibilities. 2.1 The Supplier shall:
2.1.1 : 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 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.;
2.1.2 deliver obligation; treat the Goods terms of this Agreement and any information of a confidential nature relating to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 as confidential; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; and promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 The Supplier warrants that the 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 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.
2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 1 contract
Samples: Professional Services
Supplier’s Responsibilities. 2.1 The Supplier 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 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.;
2.1.2 obligation; deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 ; comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 ; not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 ; comply in all material respects with the Data Protection Legislation Act 1998 (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 ; maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 ; obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;
2.1.8 ; comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;
2.1.9 ; take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;
2.1.10 ; not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;
2.1.11 ; be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services 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;
2.1.12 ; and promptly notify the British Council of any 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 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;
2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and
2.1.14 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, and 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.
2.2 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, without limitation, with regard to confidentiality and intellectual property.
2.3 . The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Xxx 0000Act 1979, as amended) and fit for any purpose held out by the 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.
2.4 . Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.
Appears in 1 contract
Samples: Supply Agreement
