Common use of Supply Chain Clause in Contracts

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 25.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 (a) the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 (b) the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 (c) the proposed Subcontractor employs unfit persons. 24.2 25.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 (a) their name; 24.2.2 (b) the scope of their appointment; and 24.2.3 (c) the duration of their appointment. 24.3 25.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For 25.4 The Supplier will ensure that all Sub-Contracts in the Supplier’s supply chain entered into after the Start Date wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all Contract contain provisions that: 24.4.2.1 (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 25.5 The Supplier will take reasonable endeavours to ensure that all Sub-Contracts in the Supplier’s supply chain entered into before the Start Date but made wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract contain provisions that: (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 25.6 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 (a) there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 (b) the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 (c) a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 (d) the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 (e) the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 25.7 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. ‌ 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 : the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 ; the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 and/or the proposed Subcontractor employs unfit persons. 24.2 . If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 : their name; 24.2.2 ; the scope of their appointment; and 24.2.3 and the duration of their appointment. 24.3 . The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 . For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 : where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 or where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 : allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 ; require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 and allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 . At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 : there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 ; the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 0; a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 ; the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 and/or the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 . The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-30 day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 : the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 ; the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 and/or the proposed Subcontractor employs unfit persons. 24.2 . If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 : their name; 24.2.2 ; the scope of their appointment; and 24.2.3 and the duration of their appointment. 24.3 . The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 . For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 : where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 or where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 : allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 ; require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 and allow the Buyer to publish the details of the late payment or non-payment if this 30-day 30‑day limit is exceeded. 24.5 . At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 : there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 ; the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 ; a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 ; the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 and/or the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 . The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own. Either Party can request a variation to the Contract which is only effective if agreed in writing and signed by both Parties. The Buyer is not required to accept a variation request made by the Supplier. All notices under the Contract must be in writing and are considered effective on the Working Day of delivery as long as they’re delivered before 5:00pm on a Working Day. Otherwise the notice is effective on the next Working Day. An email is effective at 9am on the first Working Day after sending unless an error message is received. Notices to the Buyer or Supplier must be sent to their address or email address in the Order Form. This clause does not apply to the service of legal proceedings or any documents in any legal action, arbitration or dispute resolution. If a Beneficiary becomes aware of any Claim, then it must notify the Indemnifier as soon as reasonably practical. at the Indemnifier’s cost the Beneficiary must: allow the Indemnifier to conduct all negotiations and proceedings to do with a Claim; give the Indemnifier reasonable assistance with the Claim if requested; and not make admissions about the Claim without the prior written consent of the Indemnifier which cannot be unreasonably withheld or delayed. The Beneficiary must: consider and defend the Claim diligently and in a way that does not damage the Beneficiary’s reputation; and not settle or compromise any Claim without the Beneficiary’s prior written consent which it must not unreasonably withhold or delay. The Supplier shall not: commit any criminal offence referred to in 57(1) and 57(2) of the Regulations; or offer, give, or agree to give anything, to any person (whether working for or engaged by the Buyer or any other public body) an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other public function or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any other public function. The Supplier shall take all reasonable endeavours (including creating, maintaining and enforcing adequate policies, procedures and records), in accordance with Good Industry Practice, to prevent any matters referred to in clause 28.1 and any fraud by the Supplier Staff and the Supplier (including its shareholders, members and directors) in connection with the Contract and shall notify the Buyer immediately if it has reason to suspect that any such matters have occurred or is occurring or is likely to occur. If the Supplier notifies the Buyer as required by clause 28.2, the Supplier must respond promptly to their further enquiries, co-operate with any investigation and allow the Audit of any books, records and relevant documentation. If the Supplier or the Supplier Staff engages in conduct prohibited by clause 28.1 or commits fraud in relation to the Contract or any other contract with the Crown (including the Buyer) the Buyer may: require the Supplier to remove any Supplier Staff from providing the Deliverables if their acts or omissions have caused the default; and immediately terminate the Contract and the consequences of termination in Clause 11.5.1 shall apply. The Supplier must follow all applicable employment and equality Law when they perform their obligations under the Contract, including: protections against discrimination on the grounds of race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise; and any other requirements and instructions which the Buyer reasonably imposes related to equality Law. The Supplier must use all reasonable endeavours, and inform the Buyer of the steps taken, to prevent anything that is considered to be unlawful discrimination by any court or tribunal, or the Equality and Human Rights Commission (or any successor organisation) when working on the Contract. The Supplier must perform its obligations meeting the requirements of: all applicable Law regarding health and safety; and the Buyer's current health and safety policy while at the Buyer’s premises, as provided to the Supplier. The Supplier and the Buyer must as soon as possible notify the other of any health and safety incidents or material hazards they’re aware of at the Buyer premises that relate to the performance of the Contract. In performing its obligations under the Contract, the Supplier shall, to the reasonable satisfaction of the Buyer: meet, in all material respects, the requirements of all applicable Laws regarding the environment; and comply with its obligations under the Buyer's current environmental policy, which the Buyer must provide, and make Supplier Staff aware of such policy. The Supplier must not breach any tax or social security obligations and must enter into a binding agreement to pay any late contributions due, including where applicable, any interest or any fines. The Buyer cannot terminate the Contract where the Supplier has not paid a minor tax or social security contribution. Where the Supplier or any Supplier Staff are liable to be taxed or to pay National Insurance contributions in the UK relating to payment received under the Contract, the Supplier must both: comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax, the Social Security Contributions and Benefits Act 1992 (including IR35) and National Insurance contributions; and indemnify the Buyer against any Income Tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made during or after the Term in connection with the provision of the Deliverables by the Supplier or any of the Supplier Staff. If any of the Supplier Staff are Workers who receive payment relating to the Deliverables, then the Supplier must ensure that its contract with the Worker contains requirements that: the Buyer may, at any time during the term of the Contract, request that the Worker provides information which demonstrates they comply with clause 32.2, or why those requirements do not apply, the Buyer can specify the information the Worker must provide and the deadline for responding; the Worker's contract may be terminated at the Buyer's request if the Worker fails to provide the information requested by the Buyer within the time specified by the Buyer; the Worker's contract may be terminated at the Buyer's request if the Worker provides information which the Buyer considers isn’t good enough to demonstrate how it complies with clause 32.2 or confirms that the Worker is not complying with those requirements; and the Buyer may supply any information they receive from the Worker to HMRC for revenue collection and management.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.411.5; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s 's prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s 's supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality social or employment Law;; and 24.4.2.2 require that all Subcontractors are paid: (a) before the end of the period of 30 days beginning with the day on which an invoice is received by the Supplier or other party in respect of the sum; or (b) if later, the date by which the payment falls due in accordance with the invoice, subject to pay all Subcontractors the invoice being verified by the party making payment as valid and undisputed; 24.4.2.3 require the party receiving goods or services under the contract to consider and verify invoices under that contract in full, within 30 days of receiving a valid, undisputed timely fashion and notify the Subcontractor without undue delay if it considers the invoice invalid or it disputes the invoice; and 24.4.2.3 24.4.2.4 allow the Buyer to publish the details of the late payment or non-payment if this 30-30 day limit is exceeded. 24.5 The Supplier must ensure that a term equivalent to Clause 24.4 is included in each Sub-Contract in its supply chain, such that each Subcontractor is obliged to include those terms in any of its own Sub-Contracts in the supply chain for the delivery of this Contract. References to the “Supplier” and “Subcontractor”, in clause 15.14(i) are to be replaced with references to the respective Subcontractors who are parties to the relevant contract. 24.6 At the Buyer’s 's request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 24.6.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t n't pre-approved by the Buyer in writing; 24.5.2 24.6.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause clause 11.4; 24.5.3 24.6.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer;; and/or 24.5.4 24.6.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality social or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 24.7 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 ‌ The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 : the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 ; the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 and/or the proposed Subcontractor employs unfit persons. 24.2 . If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 : their name; 24.2.2 ; the scope of their appointment; and 24.2.3 and the duration of their appointment. 24.3 appointment.‌ The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 . For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 : where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 or where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 : allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 ; require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 and allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 . At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 : there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 ; the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 ; a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 ; the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 and/or the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 . The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s Buyer’sBuyer's prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s Supplier’sSupplier's supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law;; and 24.4.2.2 require the Supplier to pay paythat all Subcontractors in full, within 30 are paid: (a) before the end of the period of 30 days of receiving a valid, undisputed undisputedbeginning with the day on which an invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, received by the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations other party in respect of environmental, social, equality or employment Lawthe sum; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.or

Supply Chain. 24.1 16.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 (a) the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 (b) the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 (c) the proposed Subcontractor employs unfit persons. 24.2 16.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 (a) their name; 24.2.2 (b) the scope of their appointment; and 24.2.3 (c) the duration of their appointment. 24.3 16.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For 16.4 The Supplier will ensure that all Sub-Contracts in the Supplier’s supply chain entered into after the Start Date wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all Contract contain provisions that: 24.4.2.1 (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 16.5 The Supplier will take reasonable endeavours to ensure that all Sub-Contracts in the Supplier’s supply chain entered into before the Start Date but made wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract contain provisions that: (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 16.6 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 (a) there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 (b) the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 (c) a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 (d) the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 (e) the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 16.7 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 25.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 (a) the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 (b) the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 (c) the proposed Subcontractor employs unfit persons. 24.2 25.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 (a) their name; 24.2.2 (b) the scope of their appointment; and 24.2.3 (c) the duration of their appointment. 24.3 25.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors.. UKHSA Short Form Contract 24.4 For 25.4 The Supplier will ensure that all Sub-Contracts in the Supplier’s supply chain entered into after the Start Date wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all Contract contain provisions that: 24.4.2.1 (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 25.5 The Supplier will take reasonable endeavours to ensure that all Sub-Contracts in the Supplier’s supply chain entered into before the Start Date but made wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract contain provisions that: (a) allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; (b) require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and (c) allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 25.6 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 (a) there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 (b) the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 (c) a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 (d) the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 (e) the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 25.7 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. ‌ 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For The Supplier will ensure that allFor Sub-Contracts in the Supplier’s supply chain entered into after the Start Date wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this ContractContract contain provisions that: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. ‌ 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 their name; 24.2.2 the scope of their appointment; and 24.2.3 the duration of their appointment. 24.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 allow the Buyer to publish the details of the late payment or non-non- payment if this 30-day limit is exceeded. 24.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 the proposed Subcontractor employs unfit persons. 24.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 24.1.1 their name; 24.2.2 24.1.2 the scope of their appointment; and 24.2.3 24.1.3 the duration of their appointment. 24.3 24.2 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 24.3 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 24.3.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 24.3.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 24.3.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 24.3.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 24.3.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 24.4 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 24.4.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 24.4.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.4; 24.5.3 24.4.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 24.4.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 24.4.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 24.5 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

Supply Chain. 24.1 23.1 The Supplier cannot sub-contract the Contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the Contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within 10 Working Days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that: 24.1.1 23.1.1 the appointment of a proposed Subcontractor may prejudice the provision of the Deliverables or may be contrary to its interests; 24.1.2 23.1.2 the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or 24.1.3 23.1.3 the proposed Subcontractor employs unfit persons. 24.2 23.2 If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including: 24.2.1 23.2.1 their name; 24.2.2 23.2.2 the scope of their appointment; and 24.2.3 23.2.3 the duration of their appointment. 24.3 23.3 The Supplier must exercise due skill and care when it selects and appoints Subcontractors. 24.4 23.4 For Sub-Contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Contract: 24.4.1 23.4.1 where such Sub-Contracts are entered into after the Start Date, the Supplier will ensure that they all contain provisions that; or 24.4.2 23.4.2 where such Sub-Contracts are entered into before the Start Date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that: 24.4.2.1 23.4.2.1 allow the Supplier to terminate the Sub-Contract if the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; 24.4.2.2 23.4.2.2 require the Supplier to pay all Subcontractors in full, within 30 days of receiving a valid, undisputed invoice; and 24.4.2.3 23.4.2.3 allow the Buyer to publish the details of the late payment or non-payment if this 30-day limit is exceeded. 24.5 23.5 At the Buyer’s request, the Supplier must terminate any Sub-Contracts in any of the following events: 24.5.1 23.5.1 there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing; 24.5.2 23.5.2 the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 11.410.4; 24.5.3 23.5.3 a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; 24.5.4 23.5.4 the Subcontractor fails to comply with its obligations in respect of environmental, social, equality or employment Law; and/or 24.5.5 23.5.5 the Buyer has found grounds to exclude the Subcontractor in accordance with Regulation 57 of the Regulations. 24.6 23.6 The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.