Common use of Supply of Services Clause in Contracts

Supply of Services. 7.1 Supplier shall provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier B1 The Services B1.1 In consideration of the payment of the Fees, the Provider shall provide supply the Services during the Contract Period in accordance with: a) the Authority’s requirements as set out in the Specification and the Provider Guidance; and the Tender and the provisions of the Contract. The Authority may inspect and examine the manner in which the Provider supplies the Services at the Premises during normal business hours on reasonable notice. B1.2 Subject always to Purchaser clause F8 (Key Performance Indicators) and clause F9 (Performance Improvement Process), if the Authority informs the Provider in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Provider shall at its own expense re-schedule and carry out the Services in accordance with the Order in all material respects using requirements of the Contract within such reasonable care and skilltime as may be specified by the Authority. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for B1.3 Timely supply of the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. B2 Provision and Removal of Equipment B2.1 The Provider shall provide all the Equipment necessary for the performance supply of the Services. 7.3 Supplier B2.2 The Provider shall have maintain all items of Equipment within the right Premises in a safe, serviceable and clean condition. B2.3 The Provider shall, at the Authority’s written request, at its own expense and as soon as reasonably practicable: a) remove from the Premises any Equipment which in the reasonable opinion of the Authority is either hazardous, noxious or not in accordance with the Contract; and b) replace such item with a suitable substitute item of Equipment. B2.4 On completion of the Services the Provider shall remove the Equipment together with any other materials used by the Provider to make supply the Services and shall leave the Authority’s premises in a clean, safe and tidy condition. The Provider is solely responsible for making good any changes damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Provider or any Staff. B3 Manner of Carrying Out the Services which B3.1 The Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Provider shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Provider shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 While not in anyway limiting any other provision of this Contract, in delivering the Services, the Provider, or any of its Sub-contractors, shall comply with the DWP Offshoring Policy. The DWP Offshoring Policy shall apply to Landed Resources. B3.3 The Provider shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary to comply with any applicable law or safety requirements or which do not materially affect for the nature or quality proper supply of the Services. 7.4 Purchaser shall: (a) ensure B3.4 The Authority will conduct a review of the performance of this contract at least annually during the Contract Period. During this review, a performance report will be agreed. B4 Key Personnel B4.1 The Provider acknowledges that the terms Key Personnel, as detailed in Appendix B of Order Schedule 1 (The Services), are complete essential to the proper provision of the Services to the Authority. B4.2 The Key Personnel shall not be released from supplying the Services without the prior written agreement of the Authority. B4.3 Any replacements to the Key Personnel shall be subject to the prior written agreement of the Authority. Such replacements shall be of at least equal status or of equivalent experience and (if submitted by Purchaser) skills to the service specification are complete Key Personnel being replaced and accurate; (b) co-operate with Supplier be suitable for the responsibilities of that person in all matters relating relation to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of B4.4 The Authority shall not unreasonably withhold its obligations in respect of the Services is prevented agreement under clauses B4.2 or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultB4. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 ‌ 5.1 The Supplier shall provide supply the Services to Purchaser Ornua in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only Contract or agreed between the parties and time shall not be of the essence in relation to such performance dates. If the Services are not delivered on time by the Supplier, clause 6.1 shall apply. 5.3 Ornua shall: (a) provide the Supplier with reasonable access at reasonable times to Ornua's premises for the performance purpose of providing the Services; and‌ (b) provide such necessary information for the provision of the Services.Services as the Supplier may reasonably request; and 7.3 Supplier shall have the right to make any changes to the Services which are necessary to (c) comply with any applicable law or safety requirements or which do not materially affect additional obligations as set out in the nature or quality of Services Specification. 5.4 In providing the Services., the Supplier warrants that it shall: 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier Ornua in all matters relating to the Services; , and comply with all reasonable instructions of Ornua;‌ (b) perform the Services with all reasonable care, skill and diligence in accordance with good practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them and in sufficient numbers to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; (d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Services Specification, and that the Deliverables shall be fit for any purpose that Ornua expressly or impliedly makes known to the Supplier;‌ (e) provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; Services unless otherwise agreed in the Services Specification; (f) use good quality products, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all products and materials supplied and used in the Services or transferred to Ornua, will be free from defects in workmanship, installation and design;‌ (g) comply with all material respects. 7.5 If Supplier’s performance of health and safety rules and regulations and any security requirements that apply at any of Ornua's premises; (h) hold all materials, equipment and tools, drawings, specifications and data supplied by Ornua to the Supplier (Ornua Materials) in safe custody at its own risk, maintain Ornua Materials in good condition until returned to Ornua, and not dispose or use Ornua Materials other than in accordance with Xxxxx's written instructions or authorisation;‌‌ (i) not do or omit to do anything which may cause Ornua to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Ornua may rely or act on the Services; and (j) comply with any additional obligations set out in the Services Specification.‌ 5.5 The Supplier shall ensure that at all times it has and maintains all licences, permissions, authorisations, consents and permits needed to carry out its obligations under the Contract in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier supply of Services. Breach of this Condition shall without limiting its other rights or remedies have the right to suspend performance be deemed a material breach of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultContract. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period in accordance with the Order Authority’s requirements as set out in all material respects using the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier B1.2 If the Authority informs the Contractor in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall use at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable endeavours to meet any performance dates time as may be specified by the Authority. B2 Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance supply of the Services. 7.3 Supplier B2.3 All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Authority shall have no liability for any loss of or damage to any Equipment unless the right Contractor is able to make any changes demonstrate that such loss or damage was caused or contributed to by the Authority’s Default. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Contractor. B2.4 The Contractor shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. B2.5 The Contractor shall, at the Authority’s written request, at its own expense and as soon as reasonably practicable: a) remove from the Premises any Equipment which in the reasonable opinion of the Authority is either hazardous, noxious or not in accordance with the Contract; and b) replace such item with a suitable substitute item of Equipment. B2.6 On completion of the Services which are necessary to comply the Contractor shall remove the Equipment together with any applicable law or safety requirements or which do not materially affect other materials used by the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require Contractor to supply the ServicesServices and shall leave the Authority’s Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff. B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and ensure where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that such information is accurate the standard of Services has not been specified in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect the Contract, the Contractor shall agree the relevant standard of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser with the Authority prior to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance supply of the Services until Purchaser remedied Purchaser Default and relieves Supplier from in any event, the Contractor shall perform its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given Contract in good faith within accordance with the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedLaw and Good Industry Practice. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 3.1 The Supplier shall provide supply the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skillCustomer. 7.2 3.2 The Supplier shall use all reasonable endeavours to meet any performance dates for specified by the Services specified in the Order Customer but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 3.3 The Supplier shall have the right to make any changes warrants to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure Customer that the terms of Order are complete Services will be provided using reasonable care and (if submitted by Purchaser) skill. 4 OBLIGATIONS OF THE CUSTOMER 4.1 The Customer warrants that: 4.1.1 the service specification are information provided in the Funders Report and any information it otherwise provides to the Supplier is complete and accurate; (b) ; 4.1.2 it shall co-operate with the Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to ; 4.1.3 it shall provide the Services; and (d) provide Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure warrants that such information is complete and accurate in all material respects; 4.1.4 it shall deal exclusively with the Supplier in respect of the provision of the Services and has not, and will not during this agreement, employ or otherwise work with another supplier of similar services. 7.5 4.2 If Supplier’s the performance of the Supplier of any of its obligations in respect of under the Services Contract is prevented or delayed by an any act or omission by Purchaser the Customer or failure by Purchaser the Customer to performs its obligations perform any relevant obligation (“Purchaser Customer Default”) ): 4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser the Customer remedies the Customer Default, and to rely on the Customer Default and relieves Supplier to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser the performance of the Supplier of any of its obligations; 4.2.2 the Supplier shall indemnify not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the failure or delay of the Supplier against all liabilities costs, to perform any of its obligations as set out in this clause 4.2; and 4.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses and expenses which sustained or incurred by the Supplier may incur by reason of Purchaser arising directly or indirectly from the Customer Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 4.1 The Company shall provide supply the Services to Purchaser the Customer in accordance with the Order Statement of Work in all material respects using reasonable care and skillrespects. 7.2 Supplier 4.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services Services, whether specified in the Order Statement of Work or not, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have 4.3 The Company reserves the right to make any changes to amend the Services which are Statement of Work if necessary to comply with any applicable law or safety requirements regulatory requirement, or which do if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the 4.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill. 7.4 Purchaser shall: (a) ensure 4.5 Under no circumstances will the Company be responsible for any changes that adversely affect the terms Goods, where that change has occurred through no decision, conduct or responsibility of Order the Company. 4.6 Where ancillary Goods are complete and (if submitted by Purchaser) to be delivered as contained in the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating Statement of Work, the risk of the Goods will be the Customer’s responsibility. 4.7 Title to the Services; (c) provide Supplier, its employees, agents, consultants Goods will not pass to the Customer until full and subcontractors with access to Purchaser’s premises, machinery and other facilities final payment as reasonably required by Supplier to provide set out in the Services; and (d) provide Supplier with Statement of Work. Once payment is made title will pass at the time of payment of all such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectssums. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) 4.8 The Supplier shall without limiting its other rights or remedies have reserves the right to suspend performance retake possession of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations any Goods prior to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultCompletion. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under 4.9 Subject to clause 10 the Services are given provided on the condition and understanding that should the Customer have any issues with any work carried out in good faith accordance with the Statement of Work, the Company shall be afforded at least 14 days to rectify any issues. Any changes that is an occurrence of the issues will not amend the Statement of Work unless agreed to in accordance with these Conditions. 4.10 Subject to Clause 6.2, where the Customer supplies Goods or materials, the Company, at its sole discretion, reserves the right to refuse to carry out the Services where the materials provided are in its opinion are below the standard necessary to carry out the Services. 4.11 The Company guarantees all fitting contained within the limitations Statement of Work for 12 months from the data availabledate of Completion. The Company’s guarantee extends to the fitting works only. 4.12 Services are supplied on the condition that the Company will not be responsible for the removal of any fridges or freezers from the Customer’s premises. 4.13 A minor electrical certificate will be provided to the Customer if necessary. Where an electrical certificate is not required, in circumstances where no electrical circuits are broken, but no warrantythe Customer still requests one, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall charge will be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failureincurred for supplying one. The sole and exclusive remedy of Purchaser for such defect hereunder shall be Company reserves the re-performance or re- fund, at Supplier’s option, of right to appoint any defective or non-conforming Serviceselectrician that they see fit.

Supply of Services. 7.1 5.1 The Supplier shall provide from the Commencement Date and for the duration of the Contract supply the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in that the Order but any dates shall be estimates only Customer notifies to the Supplier and time shall not be is of the essence for the in relation to any of those performance of dates. 5.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services; , and comply with all instructions of the Customer; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade; (c) provide use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier, its employees, agents, consultants and subcontractors ’s obligations are fulfilled in accordance with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and Contract; (d) provide Supplier ensure that the Services and Deliverables will conform with such information all descriptions and materials as Supplier may reasonably require specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to supply the ServicesSupplier; (f) use the best quality goods, materials, standards and techniques, and ensure that such information is accurate in the Deliverables, and all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default goods and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses materials supplied and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect used in the Services shall or transferred to the Customer, will be notified to Supplier within twenty-one free from defects in workmanship, installation and design; (21g) days obtain and at all times maintain all licences and consents which may be required for the provision of the services being performed Services; (h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services; (i) observe all health and promptly after discovery safety rules and regulations and any other security requirements that apply at any of defect the Customer’s premises; (j) hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or failure. The sole use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation; (k) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance Supplier acknowledges that the Customer may rely or re- fund, at Supplier’s option, of act on the Services; (l) comply with any defective or non-conforming Services.additional obligations as set out in the Service Specification

Supply of Services. 7.1 6.1 The Supplier shall provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and or as notified by the Buyer to the Supplier from time shall not be to time in writing. 6.2 Performance of the essence for Services shall take place during the performance Buyer's normal hours of business on a Working Day, or as instructed by the Buyer. 6.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Buyer in all matters relating to the Services; , and comply with all instructions of the Buyer; (b) perform the Services with the best care, skill and diligence in accordance with the best practice in the Supplier’s industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement; (d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Services and Deliverables will be fit for any purpose that the Buyer expressly or implicitly makes known to the Supplier. Buyer will no later than 15 Working Days from receiving a Deliverable indicate in writing its approval or otherwise of the Deliverable. If the Deliverable is not approved, the Supplier will promptly (and in any event within 15 Working Days) modify, replace or reperform at no extra cost to Buyer, to reflect written feedback provided by Xxxxx; (e) provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; ; (f) obtain and at all times maintain all licences, approvals and consents which may be required for the provision of the Services; (dg) observe all general health and safety rules and regulations applicable and any other security requirements that apply at the Buyer’s premises; (h) hold all materials, specifications and data supplied by the Buyer to the Supplier ("Buyer Materials") in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Order or written approval of the Buyer. 6.4 The Supplier shall maintain complete and accurate records of the time spent, and materials used in providing the Services in such form as the Buyer shall approve. The Supplier shall allow the Buyer to inspect such records at all reasonable times on request. Supplier shall supply at its own expense certificates of analysis, tests, inspection or origin as may be required by law which shall in any event be delivered to Buyer no later than the Services to which they relate. 6.5 The Buyer shall: (a) provide the Supplier with reasonable access at reasonable times to the Buyer's premises for the purpose of providing the Services; and (b) provide such necessary information and materials for the provision of the Services as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsrequest. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier shall provide (a) Any dates quoted for delivery of Services are approximate only, and the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for performance of Services. (b) The Purchaser shall provide the Company, its employees, agents, consultants and subcontractors with access to the Purchaser’s premises and other facilities as reasonably required by the Company for the performance of the Services. 7.3 Supplier (c) The Purchaser shall obtain and maintain all necessary licences, permissions and consents which may be required for the performance of the Services at the Purchaser’s premises. (d) The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements requirement or which do if the amendment will not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (ae) ensure The Company warrants that it shall use reasonable skill and care in the terms performance of Order are complete the Services. The Company does not represent or warrant that all problems will be corrected or, if corrected, corrected to the full satisfaction of the Purchaser. The express warranty set forth in the first sentence of this provision shall be the only warranty given by the Company with respect to the Services provided. The Purchaser’s exclusive remedy for breach of the express warranty set forth in this Condition 8(e) shall be re- performance of the deficient Services within a reasonable period of time. Notice of a breach of this warranty must (i) specify in reasonable detail the nature of the claim, and (if submitted by Purchaserii) be received within thirty (30) days from the service specification are complete and accurate; last day of performance of the applicable Services. (bf) co-operate with Supplier in all matters relating to The Purchaser shall provide the Services; (c) provide SupplierCompany, its employees, agents, consultants and subcontractors contractors (“Company Personnel”) with safe access to the Purchaser’s premises, machinery premises and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply Company for the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performanceServices. Purchaser acknowledges and agrees that the Company Personnel shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason not be required to access any premises or equipment for the performance of Purchaser Default. 7.6 Where Services where at the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations reasonable discretion of the data availableCompany Personnel, but no warranty, expressed or implied, such access is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failuredeemed unsafe. The sole and exclusive remedy Company shall not be liable for any Losses, damages, penalties, rebates, service credits or other costs resulting from any delay in, or non- performance of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesServices due to unsafe access conditions.

Supply of Services. 7.1 Supplier 3.1 Red Bee shall provide supply the Services to Purchaser the Customer from the Commencement Date in accordance with the Order in all material respects using this Contract. The Service does not include any procurement or provision of audio and/or visual media content by Red Bee. Red Bee shall take reasonable care of all Customer Materials in its possession and skilldelete all copies of the Customer Materials within a reasonable period after termination of this Contract. Notwithstanding the foregoing, Red Bee shall have no liability to Customer in relation to any deleted or damaged Customer Materials and shall not have any liability to recreate any Customer Materials if so deleted or damaged. 7.2 Supplier shall use reasonable endeavours 3.2 Red Bee may at any time withhold or suspend the Services, or remove or delete any Customer Materials from its systems, without notice and without liability to meet Customer if: (a) (in its sole discretion) it reasonably suspects any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for Customer Materials to be unlawful, otherwise inappropriate or contrary to the performance Acceptable Use Policy, or Customer is otherwise in breach of the Services.Acceptable Use Policy, or is a Restricted Business; 7.3 Supplier shall have (b) Red Bee receives or is threatened with any third party claim, complaint or other notice about any of the right to make Customer Materials; (c) it reasonably suspects any changes to of the Services which are Customer Materials infringe third party Intellectual Property Rights or any other rights; or (d) as necessary to comply with any applicable law order, instruction or safety requirements request by any court or which do not materially affect the nature other competent authority having relevant jurisdiction, or quality any Applicable Laws. 3.3 If Red Bee's performance of its obligations under this Contract is prevented or delayed by any act or omission of the Services. 7.4 Purchaser Customer, its agents, subcontractors, consultants or employees, Red Bee shall: (a) ensure not be liable for any costs, charges or losses sustained or incurred by the Customer that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accuratearise directly or indirectly from such prevention or delay; (b) co-operate with Supplier in all matters relating be entitled to payment of the ServicesCharges despite any such prevention or delay; and (c) provide Supplierbe entitled to recover any additional costs, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier charges or losses Red Bee sustains or incurs that arise directly or indirectly from such prevention or delay. 3.4 Red Bee shall only be liable to provide the Services; Services up to the outgoing Point of Demarcation, as more fully described in Schedule 1. 3.5 Red Bee may at any time, and (d) provide Supplier with such information and materials as Supplier may reasonably require reserves the right to, withhold, refuse to supply or suspend the Services, provision of Services for any reason and ensure that such information is accurate in all material respectsat any time. 7.5 If Supplier’s performance of any of its obligations 3.6 Nothing in respect this Contract is intended to guarantee or warrant Red Bee that the provision of the Services is prevented will be uninterrupted or delayed by an error free and Red Bee hereby disclaims all damages and liabilities that Customer may incur arising from or connected to a Customer’s or any act End User’s ability or omission by Purchaser otherwise to access the Customer Materials or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance utilise any part of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period in accordance with the Order Authority’s requirements as set out in all material respects using the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier shall use reasonable endeavours to meet B1.2 If the Authority informs the Contractor in writing that the Authority reasonably believes that any performance dates for part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable time as may be specified in by the Order but any dates Authority. [Optional B1.3 Timely supply of the Services shall be estimates only and time shall not be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date]. B2 Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the performance supply of the Services. 7.3 Supplier B2.2 The Contractor shall not deliver any Equipment nor begin any work on the Authority’s Premises without obtaining prior Approval.] B2.3 All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Authority shall have no liability for any loss of or damage to any Equipment unless the right Contractor is able to make any changes demonstrate that such loss or damage was caused or contributed to by the Authority’s Default. The Contractor shall provide for the haulage or carriage to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Contractor]. B2.4 The Contractor shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition]. B2.5 The Contractor shall, at the Authority’s written request, at its own expense and as soon as reasonably practicable: a) remove from the Premises any Equipment which in the reasonable opinion of the Authority is hazardous, noxious or not in accordance with the Contract; and replace such item with a suitable substitute item of Equipment]. B2.6 On completion of the Services the Contractor shall remove the Equipment together with any other materials used by the Contractor to supply the Services and shall leave the [Authority’s] Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff.] B2.7 The Authority may at its option purchase any item of Equipment from the Contractor at any time, if the Authority considers that the item is likely to be required in the provision of the Services following the expiry or termination of the Contract. The purchase price to be paid by the Authority shall be the fair market value.] B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Contractor shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 While not in anyway limiting any other provision of this Contract, in delivering the Services, the Contractor and any of its Sub-contractors, shall comply with the DWP Offshoring Policy. The DWP Offshoring Policy shall apply to Landed Resources. B3.3 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary to comply with any applicable law or safety requirements or which do not materially affect for the nature or quality proper supply of the Services. 7.4 Purchaser shall: (a) ensure that B3.4 The Authority will conduct a review of the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of this contract at least annually during the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend Contract Period. During this review, a performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performancereport will be agreed. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.B4 Participant Complaints

Supply of Services. 7.1 Supplier Xxxxxx Analytics shall provide supply the Services to Purchaser the Customer in accordance with the Order Scope in all material respects using reasonable care and skill. 7.2 Supplier respects. Xxxxxx Analytics shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Scope, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier . Xxxxxx Analytics shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements requirement, or which do not materially affect the nature or quality of the Services. 7.4 Purchaser , and Xxxxxx Analytics shall notify the Customer in any such event. Xxxxxx Analytics warrants to the Customer that the Services will be provided using reasonable care and skill. The Customer shall: (a) ensure that the terms of the Order and any information it provides to Xxxxxx Analytics for the purposes of drafting the Scope are complete and accurate and specify whether the Order is urgent (if submitted by Purchaserfor completion within two weeks) or not; ensure that all Samples are the service specification are complete and accuratesamples in relation to which the Customer intends Xxxxxx Analytics to provide the Services; (b) co-operate with Supplier Xxxxxx Analytics in all matters relating to the Services; (c) provide SupplierXxxxxx Analytics , its employees, agents, consultants and subcontractors subcontractors, with access to Purchaser’s the Customer's premises, machinery office accommodation and other facilities as reasonably required by Supplier to Xxxxxx Analytics ; provide the Services; and (d) provide Supplier Xxxxxx Analytics with such information and materials as Supplier Xxxxxx Analytics may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects. 7.5 ; obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; comply with all laws and regulations (in any jurisdiction) that apply to sending a Sample to Xxxxxx Analytics in the United Kingdom (or any other country in which Xxxxxx Analytics as agreed to perform the Services) and pay all postage or courier costs; and comply with any additional obligations as set out in the Scope. If Supplier’s Xxxxxx Analytics' performance of any of its obligations in respect of under the Services Contract is prevented or delayed by an any act or omission by Purchaser the Customer or failure by Purchaser the Customer to performs its obligations perform any relevant obligation (a “Purchaser Customer Default”) Supplier ): Xxxxxx Analytics shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser the Customer remedies the Customer Default, and to rely on the Customer Default and relieves Supplier to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist Xxxxxx Analytics 's performance of any experimental of its obligations; Xxxxxx Analytics shall not be liable for any costs or developmental work, losses sustained or incurred by the results supplied Customer arising directly or recommendations made under indirectly from Xxxxxx Analytics 's failure or delay to perform any of its obligations as set out in this clause 4.2; and the Services are given in good faith within Customer shall reimburse Xxxxxx Analytics on written demand for any costs or losses sustained or incurred by Xxxxxx Analytics arising directly or indirectly from the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in Customer Default. The Charges for the Services shall be notified set out a Scope. Any Charges at a discount to Supplier Xxxxxx Analytics’ standard rates shall be increased to the standard rates if the Customer fails to pay in on time in accordance with clause 5.4 In addition, Xxxxxx Analytics shall be entitled to charge the Customer for any expenses reasonably incurred by any individuals whom Xxxxxx Analytics engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Xxxxxx Analytics for the performance of the Services, and for the cost of any materials. The Customer shall pay the Charges in advance if the Order is placed online. If the Order is not placed online, Xxxxxx Analytics shall invoice the Customer on completion of the Services or otherwise as set out in a Scope. The Customer shall pay each invoice submitted by Xxxxxx Analytics : in advance of completion of the Services (in respect of Orders placed online); within twenty-one (21) 30 days of the services date of the invoice (in respect of Orders that are not placed online); and in full and in cleared funds to a bank account nominated in writing by Xxxxxx Analytics , and payment on time shall be of the essence of the Contract. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being performed and promptly (VAT). Where any taxable supply for VAT purposes is made under the Contract by Xxxxxx Analytics to the Customer, the Customer shall, on receipt of a valid VAT invoice from Xxxxxx Analytics, pay to Xxxxxx Analytics such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. If the Customer fails to make any payment due to Xxxxxx Analytics under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above NatWest Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after discovery of defect or failurejudgment. The sole and exclusive remedy Customer shall pay the interest together with the overdue amount. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Xxxxxx Analytics may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Xxxxxx Analytics to the Customer. All Intellectual Property Rights in or arising out of Purchaser for such defect hereunder or in connection with the Services shall be owned by Xxxxxx Analytics. Xxxxxx Analytics hereby grants to the re-performance or re- fundCustomer a free of charge, at Supplier’s option, of any defective or non-conforming Servicestransferable, right and licence to use the Intellectual Property Rights vested in the Deliverables in perpetuity, but only in respect of and for the purposes for which they were created. All Materials are the exclusive property of Xxxxxx Analytics.

Supply of Services. 7.1 Supplier (a) Seller shall provide the services (including the deliverables set out on the relevant Buyer’s order for the supply of Services (the “Deliverables”)) specified in the service specification on the relevant Buyer’s Order (the “Services”) to Purchaser Buyer in accordance with the Order service specification in all material respects using reasonable care and skillrespects. 7.2 Supplier (b) Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the relevant Buyer’s Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier (c) Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements regulation, or which do not materially affect the nature or quality of the Services, and Seller shall notify Buyer in any such event. 7.4 Purchaser shall: (ad) ensure Seller warrants to Buyer that the terms of Order are complete Services will be provided using reasonable care and skill. (if submitted by Purchasere) the service specification are complete and accurate; (b) Buyer shall co-operate with Supplier Seller in all matters relating to the Services; (c) Services and shall provide SupplierSeller, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to sub-contractors with (f) Buyer shall provide the Services; and (d) provide Supplier Seller with such information and materials as Supplier Seller may reasonably require to supply the Services, Services and ensure that such information is accurate in all material respectsrespects and shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start. 7.5 (g) If SupplierSeller’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser Buyer or failure by Purchaser Buyer to performs its obligations perform any relevant obligation (the “Purchaser Buyer Default”) Supplier Seller shall without limiting its other rights or and remedies have the right be entitled to suspend performance of the Services until Purchaser remedied Purchaser Buyer remedies the Buyer Default and relieves Supplier to rely on the Buyer Default to release it from the performance of any of its obligations. Seller shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from Seller’s failure or delay in performing any of its obligations to as a consequence of the extent Buyer Default and Buyer shall reimburse Seller on written demand for any costs or losses sustained or incurred by Seller arising directly or indirectly from the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Buyer Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 5.1 The Supplier shall provide from the Commencement Date and for the duration of the Contract supply the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only or that the Customer notifies to the Supplier and time shall not be is of the essence for the in relation to any of those performance of dates. 5.3 In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) a co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) b perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade; c use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract; d ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier; e provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; f use the best quality goods, materials, standards and (d) provide Supplier with such information techniques, and ensure that the Deliverables, and all goods and materials as Supplier supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; g obtain and at all times maintain all licences, permissions, authorisations, permits and consents which may reasonably require be required for the provision of the Services; h comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to supply the provision of the Services, and ensure with the Mandatory Policies; i observe all health and safety rules and regulations and any other security requirements that such information is accurate in all material respects. 7.5 If Supplier’s performance of apply at any of its obligations in respect of the Services is prevented or delayed Customer’s premises; j hold all materials, equipment and tools, drawings, specifications and data supplied by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations Customer to the extent Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given Materials in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as condition until returned to the ability Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation; k not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier to achieve a specific outcome, nor acknowledges that the accuracy of results obtained. 7.7 Any claims by Purchaser which is based Customer may rely or act on defect the Services; l comply with any additional obligations as set out in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesService Specification.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to UK SBS or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act the applicable dates, UK SBS or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by UK SBS or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by UK SBS or the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. Not Used The Contract shall extend to any substituted or remedial services provided by the Supplier. The Customer's rights under the Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and provide such information to the Supplier as the Supplier may reasonably request and the Customer Default prevents considers reasonably necessary for the purpose of providing the Services. Price and payment The price of the Goods shall be the price set out in the Order. The price of the Goods excludes amounts in respect of value added tax (VAT) or delays other applicable sales tax, but includes the costs of all materials, costs charges, expenses, packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by or on behalf of the Customer. The Customer shall, on receipt of a valid VAT invoice from the Supplier’s performance, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the statutory rate in force at the relevant time. Purchaser The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Customer shall indemnify pay correctly rendered invoices within [30] days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier unless the Customer agrees in writing to another payment method. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against all liabilities costs, losses and expenses which any amounts payable by it to the Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith Contract. The Supplier acknowledges and agrees that it will pay correctly rendered invoices from any of its suppliers or other sub-contractors within the limitations [30] days of receipt of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in invoice. Charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 Supplier shall provide (a) Any dates quoted for delivery of Services are approximate only, and the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for performance of Services. (b) The Purchaser shall provide the Company, its employees, agents, consultants and subcontractors with access to the Purchaser’s premises and other facilities as reasonably required by the Company for the performance of the Services. 7.3 Supplier (c) The Purchaser shall obtain and maintain all necessary licences, permissions and consents which may be required for the performance of the Services at the Purchaser’s premises. (d) The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements requirement or which do if the amendment will not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (ae) ensure The Company warrants that it shall use reasonable skill and care in the terms performance of Order are complete the Services. The Company does not represent or warrant that all problems will be corrected or, if corrected, corrected to the full satisfaction of the Purchaser. The express warranty set forth in the first sentence of this provision shall be the only warranty given by the Company with respect to the Services provided. The Purchaser’s exclusive remedy for breach of the express warranty set forth in this Condition 8(e) shall be re- performance of the deficient Services within a reasonable period of time. Notice of a breach of this warranty must (i) specify in reasonable detail the nature of the claim, and (if submitted by Purchaserii) be received within thirty (30) calendar days from the service specification are complete and accurate; last day of performance of the applicable Services. (bf) co-operate with Supplier in all matters relating to The Purchaser shall provide the Services; (c) provide SupplierCompany, its employees, agents, consultants and subcontractors contractors (“Company Personnel”) with safe access to the Purchaser’s premises, machinery premises and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply Company for the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performanceServices. Purchaser acknowledges and agrees that the Company Personnel shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason not be required to access any premises or equipment for the performance of Purchaser Default. 7.6 Where Services where at the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations reasonable discretion of the data availableCompany Personnel, but no warranty, expressed or implied, such access is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failuredeemed unsafe. The sole and exclusive remedy Company shall not be liable for any Losses, damages, penalties, rebates, service credits or other costs resulting from any delay in, or non- performance of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesServices due to unsafe access conditions.

Supply of Services. 7.1 4.1 The Supplier shall provide the Services to Purchaser ArrowXL in accordance with the Order in all material respects using reasonable care and skillterms of the Agreement. 7.2 4.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of Specification or the essence for Cover Sheet or as notified to the performance of Supplier by ArrowXL. 4.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) 4.3.1 co-operate with Supplier ArrowXL and its representatives in all matters relating to the Services; (c) provide Supplier, its employeesand comply with all reasonable instructions of ArrowXL; 4.3.2 perform the Services in accordance with good industry practice and all Service Levels; 4.3.3 use personnel who are suitably skilled, agentstrained and experienced to perform tasks assigned to them; 4.3.4 ensure that the Services and Deliverables conform with all descriptions and specifications in the Specification, consultants and subcontractors with access that the Deliverables are fit for any purpose made known to Purchaser’s premisesthe Supplier by ArrowXL; 4.3.5 use the best quality goods, machinery materials, standards and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such the Deliverables, and all goods and materials supplied and used during the Services or transferred to ArrowXL, will be free from defects in workmanship, installation, fitting and design; 4.3.6 All Services must be performed in a manner that does not impact upon the validity of any warranty and the Supplier is responsible for any liabilities which are incurred by Arrow XL because a warranty is unavailable as a consequence of any act or omission of the Supplier or its Representatives. 4.3.7 observe all health and safety rules and regulations and any other security requirements that apply at any of ArrowXL’s premises; 4.3.8 hold all materials, equipment and tools, drawings, specifications and data supplied by ArrowXL to the Supplier (“Customer Materials”) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to ArrowXL, and not dispose of or use the Customer Materials other than in accordance with ArrowXL’s written instructions; 4.3.9 not do or omit to do anything which may cause ArrowXL to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business or otherwise bring the business of ArrowXL into disrepute; and 4.3.10 ensure that all written information provided to ArrowXL in relation to the Services is accurate and complete in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide the Services as set out in the Service Specification throughout the Contract Period. Upon provision of reasonable notice the Client may inspect and examine the manner in which the Contractor provides the Services at the Premises during normal business hours. B1.2 If the Client informs the Contractor (in writing) that it reasonably believes that any part of the Services are failing to Purchaser meet the requirements of the Contract (or differ in any way from those requirements) for any reason other than a Default on the part of the Client , the Contractor shall (at its own expense), re-schedule and carry out the Services in accordance with the Order in all material respects using requirements of the Contract within such reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for time as may be specified by the Client . B2 Manner of Carrying Out the Services B2.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. Where the standard of Services has not been specified in the Order but Contract, the Contractor and the Client shall agree the standard that shall apply to the Services (before the provision of the relevant Services). In any dates event, the Contractor shall carry out its obligations under the Contract in accordance with the Law and Good Industry Practice. B2.2 The Contractor shall ensure that all Staff supplying the Services do so with all due skill, care and diligence, and that its Staff possess such qualifications, skills and experience as are necessary for the proper provision of the Services. B3 Key Personnel B3.1 The Contractor acknowledges that the Key Personnel are essential to the proper provision of the Services. The Key Personnel shall be estimates only responsible for ensuring that the Service is carried out in accordance with the terms of the Contract and time that the Contractors Staff, sub-contractors or agents delivering the Service are suitably qualified. . B3.2 The Key Personnel shall not be released from supplying the Services without the agreement of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: Client (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur except by reason of Purchaser Defaultlong-term sickness, maternity leave, paternity leave, termination of employment or other extenuating circumstances). 7.6 Where B3.3 Any replacements to the Services consist Key Personnel shall be: subject to the agreement of the Client , and of at least equal status (or of equivalent experience and skills), and suitable for the responsibilities of that person in relation to the Service. B3.4 Provided that the Contractor has made appropriate arrangements to ensure that any experimental or developmental workadverse impact caused by a change in Key Personnel is minimised, the results supplied Client shall not unreasonably withhold its agreement under clauses B4.2 or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedB4. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to RCUK SSC or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the applicable dates, the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by RCUK SSC or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. These Conditions shall extend to any substituted or remedial services provided by the Supplier. The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and provide such information to the Supplier as the Supplier may reasonably request and the Customer Default prevents or delays Supplier’s performanceconsiders reasonably necessary for the purpose of providing the Services. Purchaser shall indemnify Supplier against all liabilities costs, losses Charges and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in payment The Charges for the Services shall be notified set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-hour day worked between such hours and on such days as are agreed by the Customer and the Supplier; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and the Supplier will invoice the Customer monthly in arrears for its charges for time, as well as any previously agreed expenses and materials for the month concerned calculated as provided in this clause B4.2 and clause B4.3 The Customer will pay the Supplier at cost for all reasonable travel, subsistence and other expenses incurred by individual(s) engaged by the Supplier in providing the Services to the Customer in accordance with the Customer's prior acceptance and mutual agreement to the costs submitted with a particular tender bid. All invoices for such expense costs are to be submitted and accompanied by valid receipts and provided that the Supplier complies at all times with RCUK SSC's expenses policy from time to time in force. The Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. In consideration of the supply of the Services by the Supplier, the Customer shall pay the invoiced amounts within twenty-one (21) 30 days of the services date of a correctly rendered invoice. Payment shall be made to the bank account nominated in writing by the Supplier unless the Customer agrees in writing to another payment method. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being performed and promptly after discovery (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of defect or failurea valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Customer to inspect such records at all reasonable times on request. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract. The Supplier acknowledges and agrees that it will pay correctly rendered invoices from any of its suppliers or other sub-contractors within 30 days of receipt of the invoice. Customer property The Supplier acknowledges that all information (including confidential information), equipment and tools, drawings, specifications, data, software and any other materials supplied by RCUK SSC and the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain at all times the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use the same other than for the sole purpose of performing the Supplier's obligations under the Contract and exclusive remedy in accordance with the Customer's written instructions or authorisation. Intellectual property rights In respect of Purchaser any goods that are transferred to the Customer under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to transfer all such items to the Customer. Save as otherwise provided in the Special Conditions, the Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for such defect hereunder the avoidance of doubt the Deliverables. Where those products or Deliverables incorporate any Intellectual Property Rights owned by or licensed to the Supplier which are not assigned under this clause, the Supplier grants to the Customer a worldwide, irrevocable, royalty-free, transferable licence, with the right to grant sub-licences, under those Intellectual Property Rights to maintain, repair, adapt, copy and use those products and Deliverables for any purpose. The Supplier shall be obtain waivers of all moral rights in the re-performance or re- fundproducts, at Supplier’s optionincluding for the avoidance of doubt the Deliverables, of the Services to which any defective individual is now or non-conforming Servicesmay be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. The Supplier shall, promptly at RCUK SSC or the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause B6.2.

Supply of Services. 7.1 7.1. The Supplier shall provide supply the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skillService Specification. 7.2 7.2. The Supplier shall use reasonable endeavours to meet any performance dates for specified by the Services specified Customer and agreed to in writing by the Order Supplier but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 7.3. The Supplier shall have reserves the right to make any changes to amend the Services which are Service Specification if necessary to comply with any applicable law or safety requirements regulatory requirement, or which do if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. 7.4 Purchaser shall: (a) ensure 7.4. The Supplier warrants to the Customer that the terms of Order are complete Services will be provided using reasonable care and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsskill. 7.5 7.5. The Supplier shall give the Customer notice of its intention to complete the Contract and give the Customer an opportunity to inspect the work undertaken prior to completion of the Contract. Tree based courses only 7.6. If the Customer is obtaining a tree based course, then the Customer accepts that there is a requirement of such course that a tree inspection be carried out by a suitably qualified and experienced arboriculturist for all courses built in trees at the Customer’s expense but arranged by the Supplier unless otherwise agreed in writing. 7.7. When connecting any of the Goods to trees in and around the Delivery Location, the Supplier’s performance standard method of any connection is to drill and bolt the tree. The Supplier can offer alternative methods of its obligations connection but these will attract an additional cost and will need to be agreed in writing beforehand. Trees in and around the Delivery Location 7.8. Unless specifically agreed, the Supplier will not advise nor engage for and on behalf of the Customer in respect of the removal of trees, dead wood or root protection in and around the Delivery Location. High ropes only 7.9. The Supplier includes in a high ropes only course a one day inspection training course, which is one Business Day long and within Business Hours. During this day, the Supplier will answer any technical questions the Customer may have, identify key inspection points and show the Customer how to keep the relevant course in an operable condition. At an additional cost, the Supplier can also support the Customer operationally with inspections, maintenance and spares. Ground cover 7.10. The Supplier does not provide any cover for the ground at the Delivery Location. This includes (but not limited to) bark and pea gravel. 7.11. The Customer accepts that the Goods and/or Services provided by the Supplier are dangerous and carry risk of either serious injury or death if the Goods and/or Services are not used in accordance with training, site-specific risk assessments and the user manual provided by either the Supplier and/or a third party suggested by the Supplier. In order to reduce the risks, the Supplier requires that all the Customer’s staff attend full Delivery Location specific training provided by a third party recommended by the Supplier and if the Customer does not ensure that all of its relevant staff attends such training then the Customer accepts the increased risk of potentially operating the Goods supplied incorrectly and the associated risks. Removal of spoil from the Delivery Location 7.12. The Customer is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser aware and accepts that the Supplier’s construction methods means that there will be spoil and some damage at the Delivery Location so as to performs its obligations (“Purchaser Default”) enable the Goods and/or Services to be provided. While the Supplier shall without limiting its other rights or remedies have will use reasonable endeavours to keep spoil and damage to a minimum, there is no guarantee it will be able to especially during inclement weather and the right Customer accepts the Supplier has no obligation to suspend performance remove the spoil. If the Customer requires the Supplier to remove the spoil the Customer must communicate this in writing to the Supplier and the Supplier must provide written confirmation of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent same along with any additional costs that the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may will incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall event the Supplier provides this service too with such additional costs to be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Servicesagreed in writing.

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period in accordance with the Order Authority’s requirements as set out in all material respects using the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier B1.2 If the Authority informs the Contractor in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall use at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable endeavours to meet any performance dates time as may be specified by the Authority. B2.1 The Contractor shall provide all the Equipment necessary for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance supply of the Services. 7.3 Supplier B2.2 The Contractor shall not deliver any Equipment nor begin any work on the Premises without obtaining prior Approval. B2.3 All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Authority shall have no liability for any loss of or damage to any Equipment unless the right Contractor is able to make any changes demonstrate that such loss or damage was caused or contributed to by the Authority’s Default. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Contractor. B2.4 The Contractor shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition. B2.5 The Contractor shall, at the Authority’s written request, at its own expense and as soon as reasonably practicable: (a) remove from the Premises any Equipment which in the reasonable opinion of the Authority is either hazardous, noxious or not in accordance with the Contract; and (b) replace such item with a suitable substitute item of Equipment. B2.6 On completion of the Services the Contractor shall remove the Equipment together with any other materials used by the Contractor to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff. B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Contractor shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and, in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary to comply with any applicable law or safety requirements or which do not materially affect for the nature or quality proper supply of the Services. 7.4 Purchaser shall: (a) ensure . B4 Key Personnel and Tax Arrangements B4.1 The Contractor acknowledges that the terms of Order Key Personnel are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating essential to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect proper provision of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performanceAuthority. Purchaser shall indemnify Supplier against all liabilities costs, losses All Key Personnel and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as other Personnel deployed on work relating to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services this Contract shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failureappropriately qualified. The sole Contractor shall supervise and exclusive remedy of Purchaser for manage all such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesPersonnel properly.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) Perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to RCUK SSC or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the applicable dates, the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by RCUK SSC or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. These Conditions shall extend to any substituted or remedial services provided by the Supplier. The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and provide such information to the Supplier as the Supplier may reasonably request and the Customer Default prevents or delays Supplier’s performanceconsiders reasonably necessary for the purpose of providing the Services. Purchaser shall indemnify Supplier against all liabilities costs, losses Charges and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in payment The Charges for the Services shall be notified set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-hour day worked between such hours and on such days as are agreed by the Customer and the Supplier; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and the Supplier will invoice the Customer monthly in arrears for its charges for time, as well as any previously agreed expenses and materials for the month concerned calculated as provided in this clause B4.2 and clause B4.3 The Customer will reimburse the Supplier at cost for all reasonable travel, subsistence and other expenses incurred by individuals engaged by the Supplier in providing the Services to the Customer provided that the Customer's prior written approval is obtained before incurring any such expenses, that all invoices for such expenses are accompanied by valid receipts and provided that the Supplier complies at all times with RCUK SSC's expenses policy from time to time in force. The Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. In consideration of the supply of the Services by the Supplier, the Customer shall pay the invoiced amounts within twenty-one (21) 30 days of the services date of a correctly rendered invoice. Payment shall be made to the bank account nominated in writing by the Supplier unless the Customer agrees in writing to another payment method. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being performed and promptly after discovery (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of defect or failurea valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Customer to inspect such records at all reasonable times on request. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract. The Supplier acknowledges and agrees that it will pay correctly rendered invoices from any of its suppliers or other sub-contractors within 30 days of receipt of the invoice. Customer property The Supplier acknowledges that all information (including confidential information), equipment and tools, drawings, specifications, data, software and any other materials supplied by RCUK SSC and the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials are and shall remain at all times the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use the same other than for the sole purpose of performing the Supplier's obligations under the Contract and exclusive remedy in accordance with the Customer's written instructions or authorisation. Intellectual property rights In respect of Purchaser any goods that are transferred to the Customer under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to transfer all such items to the Customer. Save as otherwise provided in the Special Conditions, the Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for such defect hereunder the avoidance of doubt the Deliverables. Where those products or Deliverables incorporate any Intellectual Property Rights owned by or licensed to the Supplier which are not assigned under this clause, the Supplier grants to the Customer a worldwide, irrevocable, royalty-free, transferable licence, with the right to grant sub-licences, under those Intellectual Property Rights to maintain, repair, adapt, copy and use those products and Deliverables for any purpose. The Supplier shall be obtain waivers of all moral rights in the re-performance or re- fundproducts, at Supplier’s optionincluding for the avoidance of doubt the Deliverables, of the Services to which any defective individual is now or non-conforming Servicesmay be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. The Supplier shall, promptly at RCUK SSC or the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause B6.2.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to UK SBS or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act the applicable dates, UK SBS or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by UK SBS or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by UK SBS or the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. [If the Supplier fails to perform the Services by the applicable dates UK SBS or the Customer Default prevents may at its option claim or delays deduct 0 per cent of the Charges for each week's delay in performance by way of liquidated damages, up to a maximum of 0 per cent of the total Charges. If UK SBS or the Customer exercises it rights under this clause B2.2, it shall not be entitled to any of the remedies set out in clause B2.1 in respect of the late performance of the Services.] The Contract shall extend to any substituted or remedial services provided by the Supplier’s performance. Purchaser shall indemnify The Customer's rights under the Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier against all liabilities costs, losses with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and expenses which provide such information to the Supplier as the Supplier may incur by reason reasonably request and the Customer considers reasonably necessary for the purpose of Purchaser Default. 7.6 Where providing the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in Services. Charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 2.1 In consideration of the amounts due under this Contract, the Supplier shall will, from the date set out in the Purchase Order or Award Letter; provide the Services to Purchaser the Customer for the Term, in accordance with the Order in all material respects using reasonable care terms and skillconditions with this Contract. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of 2.2 In providing the Services., the Supplier will: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) 2.2.1 co-operate with Supplier the Customer, Parent Body and Potential PSM in all matters relating to the Services, and comply with all the Customer’s instructions; 2.2.2 perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade; 2.2.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract; 2.2.4 ensure that the Services will conform with all descriptions and specifications set out in the Specification; 2.2.5 comply with all applicable laws; (c) and 2.2.6 provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; and (d) provide . 2.3 If the Supplier with such information and materials as Supplier may reasonably require to supply provides Services from the Customer’s premises, on completion of the Services, or termination or expiry of this Contract (whichever is the earlier) the Supplier will vacate the Customer’s premises, remove his plant, equipment and ensure that such information is accurate in unused materials and will clear away from these premises all material respects. 7.5 If Supplier’s performance of any of its obligations in respect rubbish arising out of the Services and leave the premises in a clean, safe and tidy condition. The Supplier is prevented or delayed by an solely responsible for making good any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations damage to the extent premises or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier or any Staff. 2.4 The Customer may inspect and examine the manner in which the Supplier supplies the Services, at the Premises, during normal business hours, on reasonable notice. 2.5 Where the Supplier is unable to comply with clause 3.2 of this clause, or where the Supplier receives a complaint from the Parent Body or Potential PSM that clause 3.2 has not been complied with, the Supplier must inform the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason in writing within five working days of Purchaser Defaulthaving knowledge of either event. 7.6 2.6 Where the Services consist comprise Deliverables that are divided into distinct parts to be supplied in separate stages, where the Supplier has completed the initial stage of any experimental or developmental work, the results supplied or recommendations made under Supplier will not commence new work on a subsequent stage unless they have received written notice from the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedCustomer approving this new work. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier shall provide 3.1. Seller shall: a) perform the Services and all other duties and responsibilities in full compliance with this Agreement for Services and any Ancillary Agreement, with any and all applicable laws, including the laws of the location where the Services are provided and Buyer’s location, and Seller’s Code of Conduct, including the Autoliv Standard of Business Conduct and Ethics for Suppliers available at, xxxx://xxx.xxxxxxx.xx/show/autoliv/show.asp?pid=3553521104566680 (which Seller shall automatically be bound by supplying Services under this Agreement and which Seller must acknowledge in writing at the request of Xxxxx). Throughout the Term, Seller will have and hold any and all licenses, permits and similar authorizations required by any applicable governmental authority for Seller to Purchaser perform its obligations under this Agreement for Services, including those related to its facilities and manufacturing practices; b) be responsible to take any and all steps to comply with all undertakings and commitments, according to this Agreement for Services; c) ensure that the Services will meet the specifications, performance requirements and deliverables set out in this Agreement for Services and any Ancillary Agreement, and for any purpose expressly or implicitly made known to Seller by the Buyer; d) perform the Services with the highest level of care, skill and diligence in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified best practice in the Order but any dates shall be estimates only Seller's industry, profession or trade; e) obtain and time shall not be of the essence renew all licences, permissions, authorisations, consents and permits necessary for the performance of the Services.its obligations under this Agreement for Services and any Ancillary Agreement at all times; 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (bf) co-operate with Supplier Buyer in all matters relating to the Services, comply with all directions, orders and instructions, which the Buyer may from time to time give to the Seller in connection with Seller's obligations under this Agreement for Services and any Ancillary Agreement; g) If Services are provided on-site i.e. at Buyer’s location, Seller shall comply with all of Buyer’s policies and procedures relating to working at Buyer’s location; and 3.2. Buyer shall have the authority to amend details of the Services, in accordance with this Agreement for Services and any Ancillary Agreement. Such changes shall be effected by way of written order and shall be binding on the Parties, and Seller shall comply with such changes strictly and promptly. 3.3. Seller shall fully provide the Services, as described in this Agreement for Services and any Ancillary Agreement; as amended by any assumptions and qualifications in the accepted proposal, except to the extent specifically indicated in this Agreement for Services and any Ancillary Agreement to be the responsibility of others. 3.4. Seller hereby agrees to promptly notify Buyer of any actual or anticipated event or occurrence that has (cor may be reasonably expected to have) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier any material adverse effect on any Services or on Seller's ability to provide the Services; Services in accordance with the requirements of this Agreement for Services and any Ancillary Agreement (dincluding any labour difficulties - expiration of labour contracts, strikes, shortages in materials, plant closings, interruptions in activity and the like). At its own expense, Seller will take such actions as are necessary or desirable to ensure there is an uninterrupted supply of Services to Buyer and shall ensure to overcome (or at least to mitigate) provide Supplier with the effects of any such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsevent or occurrence. 7.5 If Supplier’s performance of 3.5. During the term, while performing any of its obligations in respect Services for the Buyer pursuant to this Agreement for Services or Ancillary Agreement, Seller shall be under a continuing duty to cooperate with Buyer to ensure the accuracy and safety of the Services provided, which will include but not be limited to Seller responding with full, complete and accurate information to any request by the Buyer. Seller has a duty to satisfy the requirements stated in this Agreement for Services, Ancillary Agreement and other policies set out by the Buyer at any point in time. 3.6. Seller is prevented required to ensure that its employees and other third parties it uses comply with Xxxxx's Visitor Guidelines and Xxxxx's Site Rules. Serious breaches of the same shall entitle the Buyer to ban individuals engaged by Xxxxxx from the Buyer's location. The temporary assignment of employees of one Party to the facilities operated by the other Party will not affect the status or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier change the employment relationship of the assigned employees. 3.7. Buyer shall without limiting its other rights or remedies have the right to suspend performance immediately change any personnel, or to return such personnel whom the Seller has procured to render the Services if it is found that such personnel’s conducts are unacceptable or they lack the required ability to render such Services. In such a case, the Seller shall immediately replace such personnel with other persons. 3.8. Throughout the Term hereof, the Buyer may appoint its designated person to observe and examine the Services of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations Seller. In this respect, a designated person shall have full right to gain access to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations Services' procedures of the data availableSeller and shall, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days behalf of the services being performed Buyer, have full power and promptly after discovery of defect or failure. The sole authority to do any acts and exclusive remedy of Purchaser things in relation to this Agreement for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of Services and any defective or non-conforming ServicesAncillary Agreement.

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period on a timely basis and in accordance with the Order Authority’s requirements as set out in all material respects using the Specification, as included in Schedule 1, and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier B1.2 If any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall use at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable endeavours to meet any performance dates time as may be specified by the Authority. B2 Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services. B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Order but any dates Contract, the Contractor shall be estimates only and time shall not be agree the relevant standard of the essence Services with the Authority prior to the supply of the Services and in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the performance proper supply of the Services. 7.3 Supplier shall have the right to make any changes . B4 Contractor’s Staff B4.1 The Authority may, by written notice to the Services which are necessary Contractor, refuse to comply with admit onto, or withdraw permission to remain on, the Authority’s Premises: a) any applicable law or safety requirements or which do not materially affect the nature or quality member of the Services.Staff; or 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required any person employed or engaged by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect member of the Services is prevented Staff, whose admission or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have continued presence would, in the right to suspend performance reasonable opinion of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costsAuthority, losses and expenses which Supplier may incur by reason of Purchaser Defaultbe undesirable. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier shall provide 3.1. Seller shall: a) perform the Services and all other duties and responsibilities in full compliance with this Agreement for Services and any Ancillary Agreement, with any and all applicable laws, including the laws of the location where the Services are provided and Buyer’s location, and Seller’s Code of Conduct, including the Autoliv Standard of Business Conduct and Ethics for Suppliers available at, xxxxx://xxx.xxxxxxx.xxx/suppliercodeofconduct (which Seller shall automatically be bound by supplying Services under this Agreement and which Seller must acknowledge in writing at the request of Xxxxx). Throughout the Term, Seller will have and hold any and all licenses, permits and similar authorizations required by any applicable governmental authority for Seller to Purchaser perform its obligations under this Agreement for Services, including those related to its facilities and manufacturing practices; b) be responsible to take any and all steps to comply with all undertakings and commitments, according to this Agreement for Services; c) ensure that the Services will meet the specifications, performance requirements and deliverables set out in this Agreement for Services and any Ancillary Agreement, and for any purpose expressly or implicitly made known to Seller by the Buyer; d) perform the Services with the highest level of care, skill and diligence in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified best practice in the Order but any dates shall be estimates only Seller's industry, profession or trade; e) obtain and time shall not be of the essence renew all licences, permissions, authorisations, consents and permits necessary for the performance of the Services.its obligations under this Agreement for Services and any Ancillary Agreement at all times; 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (bf) co-operate with Supplier Buyer in all matters relating to the Services, comply with all directions, orders and instructions, which the Buyer may from time to time give to the Seller in connection with Seller's obligations under this Agreement for Services and any Ancillary Agreement; g) If Services are provided on-site i.e. at Buyer’s location, Seller shall comply with all of Buyer’s policies and procedures relating to working at Buyer’s location; and 3.2. Buyer shall have the authority to amend details of the Services, in accordance with this Agreement for Services and any Ancillary Agreement. Such changes shall be effected by way of written order and shall be binding on the Parties, and Seller shall comply with such changes strictly and promptly. 3.3. Seller shall fully provide the Services, as described in this Agreement for Services and any Ancillary Agreement; as amended by any assumptions and qualifications in the accepted proposal, except to the extent specifically indicated in this Agreement for Services and any Ancillary Agreement to be the responsibility of others. 3.4. Seller hereby agrees to promptly notify Buyer of any actual or anticipated event or occurrence that has (cor may be reasonably expected to have) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier any material adverse effect on any Services or on Seller's ability to provide the Services; Services in accordance with the requirements of this Agreement for Services and any Ancillary Agreement (dincluding any labour difficulties - expiration of labour contracts, strikes, shortages in materials, plant closings, interruptions in activity and the like). At its own expense, Seller will take such actions as are necessary or desirable to ensure there is an uninterrupted supply of Services to Buyer and shall ensure to overcome (or at least to mitigate) provide Supplier with the effects of any such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsevent or occurrence. 7.5 If Supplier’s performance of 3.5. During the term, while performing any of its obligations in respect Services for the Buyer pursuant to this Agreement for Services or Ancillary Agreement, Seller shall be under a continuing duty to cooperate with Buyer to ensure the accuracy and safety of the Services provided, which will include but not be limited to Seller responding with full, complete and accurate information to any request by the Buyer. Seller has a duty to satisfy the requirements stated in this Agreement for Services, Ancillary Agreement and other policies set out by the Buyer at any point in time. 3.6. Seller is prevented required to ensure that its employees and other third parties it uses comply with Xxxxx's Visitor Guidelines and Xxxxx's Site Rules. Serious breaches of the same shall entitle the Buyer to ban individuals engaged by Xxxxxx from the Buyer's location. The temporary assignment of employees of one Party to the facilities operated by the other Party will not affect the status or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier change the employment relationship of the assigned employees. 3.7. Buyer shall without limiting its other rights or remedies have the right to suspend performance immediately change any personnel, or to return such personnel whom the Seller has procured to render the Services if it is found that such personnel’s conducts are unacceptable or they lack the required ability to render such Services. In such a case, the Seller shall immediately replace such personnel with other persons. 3.8. Throughout the Term hereof, the Buyer may appoint its designated person to observe and examine the Services of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations Seller. In this respect, a designated person shall have full right to gain access to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations Services' procedures of the data availableSeller and shall, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days behalf of the services being performed Buyer, have full power and promptly after discovery of defect or failure. The sole authority to do any acts and exclusive remedy of Purchaser things in relation to this Agreement for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of Services and any defective or non-conforming ServicesAncillary Agreement.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Xxx 0000 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to UK SBS or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act the applicable dates, UK SBS or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by UK SBS or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by UK SBS or the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. [If the Supplier fails to perform the Services by the applicable dates UK SBS or the Customer Default prevents may at its option claim or delays deduct [INSERT] per cent of the Charges for each week's delay in performance by way of liquidated damages, up to a maximum of [INSERT] per cent of the total Charges. If UK SBS or the Customer exercises it rights under this clause B2.2, it shall not be entitled to any of the remedies set out in clause B2.1 in respect of the late performance of the Services.] The Contract shall extend to any substituted or remedial services provided by the Supplier’s performance. Purchaser shall indemnify The Customer's rights under the Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier against all liabilities costs, losses with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and expenses which provide such information to the Supplier as the Supplier may incur by reason reasonably request and the Customer considers reasonably necessary for the purpose of Purchaser Default. 7.6 Where providing the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in Services. Charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to UK SBS or the Customer pursuant to TUPE. Services - Customer remedies If the Supplier fails to perform the Services by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the applicable dates, the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by UK SBS or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. These Conditions shall extend to any substituted or remedial services provided by the Supplier. The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and provide such information to the Supplier as the Supplier may reasonably request and the Customer Default prevents considers reasonably necessary for the purpose of providing the Services. Goods - price and payment The price of the Goods shall be the price set out in the Order. The price of the Goods excludes amounts in respect of value added tax (VAT) or delays other applicable sales tax, but includes the costs of all materials, costs charges, expenses, packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by or on behalf of the Customer. The Customer shall, on receipt of a valid VAT invoice from the Supplier’s performance, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the statutory rate in force at the relevant time. Purchaser The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Customer shall indemnify pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier unless the Customer agrees in writing to another payment method. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against all liabilities costs, losses and expenses which any amounts payable by it to the Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith Contract. The Supplier acknowledges and agrees that it will pay correctly rendered invoices from any of its suppliers or other sub-contractors within the limitations 30 days of receipt of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in invoice. Services - charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period in accordance with the Order Authority’s requirements as set out in all material respects using the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier B1.2 If the Authority informs the Contractor in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall use at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable endeavours to meet any performance dates time as may be specified by the Authority. B2 Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services. B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Order but any dates Contract, the Contractor shall be estimates only and time shall not be agree the relevant standard of the essence Services with the Authority prior to the supply of the Services and in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 While not in anyway limiting any other provision of this Contract, in delivering the Services, the Contractor, or any of its sub-contractors, shall comply with the DWP Offshoring Policy. The DWP Offshoring Policy shall apply to Landed Resources. B3.3 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the performance proper supply of the Services. 7.3 Supplier B3.4 The Authority will conduct a review of the performance of this contract at least annually during the Contract Period. During this review, a performance report will be agreed. B3.5 The Contractor shall have an internal dispute resolution procedure for dealing with complaints from Participants about the right to make Contractor (and/or any changes of its Sub-contractors). B3.6 If the dispute between the DWP Participant and the Contractor (and/or the Sub-contractor) cannot be resolved the dispute shall be referred to the Independent Case Examiner ("ICE") for mediation. B3.7 If the dispute cannot be resolved by mediation, ICE will conduct a full investigation. The decision of ICE shall be final and binding upon the parties to the dispute. The ICE investigation shall carry a £5,000 (plus VAT) contribution to costs paid by the Contractor or the Sub-contractor who will also be liable for any financial redress recommended by ICE. In the event that the complaint against the Contractor or Sub-contractor is dismissed, no costs shall be payable. Any costs in respect of complaints that have been upheld against the Contractor or Sub-contractor and any financial redress due to the DWP Participant shall be paid within four (4) weeks of the date of the ICE final investigation report] B4 Key Personnel B4.1 The Contractor acknowledges that the Key Personnel, as detailed in Schedule 1, Appendix D, are essential to the proper provision of the Services which are necessary to comply with any applicable law the Authority. B4.2 The Key Personnel shall not be released from supplying the Services without the prior written agreement of the Authority. B4.3 Any replacements to the Key Personnel shall be subject to the prior written agreement of the Authority. Such replacements shall be of at least equal status or safety requirements or which do not materially affect of equivalent experience and skills to the nature or quality Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, B4.4 The Authority shall not unreasonably withhold its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsagreement under clauses B4.2 or B4. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 5.1. Supplier shall provide from the date and for the duration set out in each Purchase Order supply the Services to Purchaser Customer in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2. Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only that Customer notifies to Supplier and time shall not be is of the essence for the in relation to such performance of dates. 5.3. In providing the Services., Supplier represents and warrants that it shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply 5.3.1. cooperate with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier Customer in all matters relating to the Services; (c) , and comply with all instructions of Customer; 5.3.2. perform the Services with the best care, skill and diligence in accordance with best practice in Supplier's industry, profession or trade; 5.3.3. ensure the performance of the Services by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for Customer to expect in all the circumstances and will comply in every respect with the Service Specification and any statutory or regulatory requirements; 5.3.4. provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; 5.3.5. observe all health and safety rules and regulations and any other security requirements that apply at each Site; 5.3.6. hold all materials, equipment, tools, dies, moulds, copyright, design rights, drawings, specifications and data supplied by Customer to Supplier (“Customer Materials”) in safe custody at its own risk; maintain the Customer Materials in good condition until returned 5.3.7. not do or omit to do anything which may cause Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and (d) provide Supplier with such information and materials as Supplier acknowledges that Customer may reasonably require to supply rely or act on the Services, and ensure that such information is accurate in all material respects. 7.5 5.4. If Supplier’s performance supply is delayed or Supplier fails to commence supply then Supplier shall pay to Customer a sum calculated at a rate of any one per cent (1%) of its obligations in respect the price of the Services is prevented or delayed accruing on a daily basis from the commencement date (as may be extended) specified in the Purchase Order until the actual date of supply up to a maximum of ten per cent (10%) of the price of the Services set out in the Purchase Order. Such sums shall be paid by an any act or omission way of liquidated and ascertained damages by Purchaser or failure Supplier to Customer and such sums are accepted by Purchaser the Parties as being a genuine pre-estimate of the net losses likely to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have been suffered by Customer in such event. Customer reserves the right to suspend performance vary and/or amend the level and method of the Services until Purchaser remedied Purchaser Default calculation of such liquidated and relieves Supplier from its obligations ascertained damages, any such variation and/or modification to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect be specified in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesPurchase Order.

Supply of Services. 7.1 Supplier B1 The Services B1.1 In consideration of the payment of the Fees, the Provider shall provide supply the Services during the Contract Period in accordance with: a) the Authority’s requirements as set out in the Specification and the Provider Guidance; and the Tender and the provisions of the Contract. The Authority may inspect and examine the manner in which the Provider supplies the Services at the Premises during normal business hours on reasonable notice. B1.2 Subject always to Purchaser clause F8 (Key Performance Indicators) and clause F9 (Performance Improvement Process), if the Authority informs the Provider in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Provider shall at its own expense re-schedule and carry out the Services in accordance with the Order in all material respects using requirements of the Contract within such reasonable care and skilltime as may be specified by the Authority. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for B1.3 Timely supply of the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. B2 Provision and Removal of Equipment B2.1 The Provider shall provide all the Equipment necessary for the performance supply of the Services. 7.3 Supplier B2.2 The Provider shall have maintain all items of Equipment within the right Premises in a safe, serviceable and clean condition. B2.3 The Provider shall, at the Authority’s written request, at its own expense and as soon as reasonably practicable: a) remove from the Premises any Equipment which in the reasonable opinion of the Authority is either hazardous, noxious or not in accordance with the Contract; and b) replace such item with a suitable substitute item of Equipment. B2.4 On completion of the Services the Provider shall remove the Equipment together with any other materials used by the Provider to make supply the Services and shall leave the Authority’s premises in a clean, safe and tidy condition. The Provider is solely responsible for making good any changes damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Provider or any Staff. B3 Manner of Carrying Out the Services which B3.1 The Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Provider shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Provider shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 While not in anyway limiting any other provision of this Contract, in delivering the Services, the Provider, or any of its Sub-contractors, shall comply with the DWP Offshoring Policy. The DWP Offshoring Policy shall apply to Landed Resources. B3.3 The Provider shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary to comply with any applicable law or safety requirements or which do not materially affect for the nature or quality proper supply of the Services. 7.4 Purchaser shall: (a) ensure B3.4 The Authority will conduct a review of the performance of this contract at least annually during the Contract Period. During this review, a performance report will be agreed. B4 Key Personnel B4.1 The Provider acknowledges that the terms Key Personnel, as detailed in Appendix D of Order Schedule 1 (The Services), are complete essential to the proper provision of the Services to the Authority. B4.2 The Key Personnel shall not be released from supplying the Services without the prior written agreement of the Authority. B4.3 Any replacements to the Key Personnel shall be subject to the prior written agreement of the Authority. Such replacements shall be of at least equal status or of equivalent experience and (if submitted by Purchaser) skills to the service specification are complete Key Personnel being replaced and accurate; (b) co-operate with Supplier be suitable for the responsibilities of that person in all matters relating relation to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of B4.4 The Authority shall not unreasonably withhold its obligations in respect of the Services is prevented agreement under clauses B4.2 or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultB4. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier The Operator shall provide supply the Services to Purchaser the Client from the Services Start Date in accordance with the Order Agreement. The Client shall not be responsible for any promotion, marketing and/or communications in all material respects using respect of the Services. In supplying the Services, the Operator shall: perform the Services with reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for ; perform the Services specified in accordance with the Order but any dates shall be estimates only service description set out in 0; ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; comply with: all applicable laws, statutes, regulations and codes from time to time in force; and the Mandatory Policies, provided that the Operator shall not be liable under the Agreement if, as a result of such compliance, it is in breach of any of its obligations under the Agreement. observe all health and safety rules and regulations and security requirements that apply at the Venue and have been communicated to the Operator, provided that the Operator shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under the Agreement; and take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Operator may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the essence Agreement. The Client shall, [at no cost to the Operator/in return for payment of the relevant Charges], grant the Operator [an exclusive/a non-exclusive] right to use the Tennis Courts for the performance duration of this Agreement in order to provide the Services. 7.3 Supplier shall . The Client agrees that the Operator shall, in order for it to perform the Services, have the right to make permit Court Users to use the Tennis Courts, provided that such use is in accordance with Clause 0. COMPLETE OWNERSHIP AND OPERATION OF THE VENUE THEN POTENTIALLY NO INSERT ADDITIONAL CLIENT RESPONSIBILITIES AS APPLICABLE. IF THE OPERATOR IS TAKING [{ ADDITIONAL OBLIGATIONS TO BE INSERTED}]. The [Client/Operator] shall be responsible for maintaining the Tennis Courts to a playable standard throughout the term of this Agreement. This includes: the refurbishment and/or replacement of any changes damaged fencing, tennis nets and posts; ensuring the Tennis Courts are in a clean, safe and tidy condition, free of leaves, litter and other materials; treating xxxx on the Tennis Court surface; and repainting, re-skimming and/or rebuilding the Tennis Court surface. The [Operator/Client] shall be liable for the costs of maintenance under [Clause 0/Clauses {SPECIFY CLAUSES}]. [The [Operator/Client] shall be liable for the costs of maintenance under Clauses {SPECIFY CLAUSES}.] Unless agreed in writing by the parties, the parties agrees that the Tennis Courts shall only used for Court Users to play tennis or to receive tennis lessons from the Operator, or an individual appointed by the [Operator/Client]. The Operator shall report to the Services which are necessary Client any damage or defect to comply with the Venue, Tennis Court and/or facilities therein as soon as reasonably practicable after the Operator becomes aware of any applicable law such damage or defect. The Operator shall undertake and maintain records of [weekly/monthly] safety requirements or which do not materially affect the nature or quality inspections of the ServicesVenue and Tennis Court, such inspection records to be available for inspection by the Client upon request. [The Operator shall undertake a six-monthly risk assessment in respect of the Tennis Courts and/or the Services using the forms provided by the Client. 7.4 Purchaser shall: (a) ] The Operator shall not make or permit to be made any alterations to the Venue, Tennis Courts and/or any facilities therein without the prior written consent of the Client. The Client shall ensure that the terms Venue is registered with the Lawn Tennis Association. The [Operator/Client] shall be liable for the cost of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating registration under Clause 0. The Operator shall process any personal data belonging to the Services; (c) provide Supplier, its Client’s employees, agents, consultants and subcontractors in accordance with access its privacy policy in force from time to Purchaser’s premisestime. The parties agree that they shall not share any personal data belonging to any Court Users.] [For the purposes of this Clause 0, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier following terms shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.following meanings:

Supply of Services. 7.1 2.1 The Supplier shall shall, from the Commencement Date and for the duration of the Agreement, provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skillAgreement. 7.2 2.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only Supplier Services Agreement Summary and time shall not be for performance of the essence Services by the Supplier is of the essence. 2.3 In providing the Services, the Supplier shall:- 2.3.1 co-operate with GENEVA PEARL LTD and comply with all instructions of GENEVA PEARL LTD; 2.3.2 perform the Services with reasonable care and skill in accordance with generally recognised commercial practices and standards in the industry for similar services; 2.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them; 2.3.4 ensure that the Services and Deliverables conform with all descriptions and specifications set out in the Supplier Services Agreement Summary and are fit for any purpose made known by GENEVA PEARL LTD; 2.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; 2.3.6 obtain and at all times maintain all necessary licences and consents to provide the Services, and comply with all applicable laws and regulations; 2.3.7 observe all Client and GENEVA PEARL LTD Policies, health and safety rules and regulations and any other security requirements which are notified to it by The Client and/or GENEVA PEARL LTD; and 2.3.8 hold all Client Materials in safe custody at its own risk, maintain Client Materials in good condition until returned to The Client, and not dispose or use said Materials other than in accordance with The Client’s written instructions or authorisation. 2.4 Title in all Deliverables shall pass to GENEVA PEARL LTD as and when paid for or delivered (whichever is earlier) but risk shall pass as and when the Deliverables are installed (where relevant) and/or under GENEVA PEARL LTD's control. 2.5 The Supplier warrants that the Deliverables shall, for a period of 12 months after they have been put into service/been used in the performance of the ServicesServices (whichever is later) conform in all respects with the agreed specification and the Agreement; be free from defects in materials and workmanship and also be fit for the purpose made known to the Supplier. 7.3 2.6 The Supplier shall have warrants and represents on an ongoing basis that: 2.6.1 the right Services will be performed in such a way as not to make cause any changes fault or malfunction in any systems or software of GENEVA PEARL LTD and so as not to cause any interruption to the business processes of GENEVA PEARL LTD (other than any agreed and unavoidable interruption which is required in order to perform the Services which are necessary in accordance with the Agreement); 2.6.2 it will not introduce any viruses onto GENEVA PEARL LTD's systems while performing the Services; and 2.6.3 if any software is being provided to comply with any applicable law or safety requirements or which do not materially affect the nature or quality GENEVA PEARL LTD as part of the Services., that: 7.4 Purchaser shall: (a) ensure that the terms of Order are complete software and (if submitted by Purchaser) the service specification are complete media on which it is delivered will be free from viruses and accurate; other malicious code; (b) co-operate with Supplier in all matters relating to the Servicesmedia on which the software is delivered will be free from defects; and (c) provide Supplierit has not included or used any open source software or any libraries or code licensed from time to time under the General Public Licence (as those terms are defined by the Open Source Initiative or the Free Software Foundation) or anything similar in, its employeesor in the development of, agentsthe software, consultants and subcontractors nor does the software operate in such a way that is it compiled with access or linked to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultforegoing. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 4.1 The Contractor: (a) shall provide the Services to Purchaser Services, during the Term, in accordance with the Order in Scope, the terms of this Agreement and all material respects using reasonable care Laws; (b) acknowledges that is has sufficient information about DRS and skill. 7.2 Supplier shall use reasonable endeavours the Scope and that is has made all appropriate and necessary enquiries to meet any performance dates for enable it to perform the Services specified in the Order but any dates accordance with this Agreement; (c) shall be estimates only comply with all lawful and time shall not be reasonable directions of the essence for DRS relating to the performance of the Services; (d) shall comply with DRS’s policies and procedures (as may be updated from time to time and have been provided to the Contractor) which are applicable to the provisions of the Services; (e) shall provide the Services in a safe manner and free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic and efficient manner; and (f) shall ensure that all materials, equipment and goods under this Agreement or supplied by the Contractor shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended), sound in design and in conformance in all respects with the requirements specified in this Agreement. 7.3 Supplier 4.2 DRS shall have the right power to make inspect and examine the performance of the Services at any changes time provided that DRS gives reasonable notice to the Services which are necessary to comply with Contractor at any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of premises where any of its obligations in respect part of the Services is prevented being performed. 4.3 In the event that DRS notifies the Contractor that in DRS’s reasonably held opinion any part of the Services does not meet the requirements of this Agreement or delayed differs in any way from those requirements and this is other than as a result of Default or negligence on the part of DRS, the Contractor shall at its own expense re-schedule and carry out the Services in accordance with the requirements of this Agreement within such reasonable time as may be specified by an DRS. 4.4 Without prejudice to any act or omission other rights and remedies DRS may have pursuant to this Agreement, the Contractor shall reimburse DRS for all reasonable costs incurred by Purchaser or failure by Purchaser to performs DRS which have arisen as a consequence of the Contractor’s delay in the performance of its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have under this Agreement and which delay the right Contractor has failed to suspend remedy following reasonable notice from the DRS. 4.5 Save to the extent reasonably required in the performance of the Services until Purchaser remedied Purchaser Default or expressly agreed by DRS and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against with all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental workreasonable mitigation measures in place, the results supplied Contractor shall not interf ere with or recommendations made under the Services are given in good faith within the limitations of the data availableobstruct any public or private rights or property (including, but no warrantywithout limitation, expressed or impliedDRS’s property, is given as to the ability of Supplier to achieve a specific outcomeDRS’s neighbours’ property, nor the accuracy of results obtainedrailway operations and traffic, road traffic and highways). 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 5.1. The Seller warrants that all Services provided under the Purchase Order: a) shall provide be performed with the Services best skill, care and diligence and in accordance with best practice within its industry ("Best Industry Practice"); b) shall be performed within any deadlines stipulated in the Purchase Order, or if no deadlines are specified within a reasonable period of time as determined by the Buyer at its sole discretion; c) shall be performed by Sellers personnel who are suitably skilled, qualified and experienced to Purchaser perform the tasks assigned to them and in sufficient number to ensure that the Sellers obligations are fulfilled in accordance with the Order Agreement; d) will be fit for any purpose that the Buyer may require, whether expressly or impliedly communicated to the Seller; e) will not in all any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; f) shall be performed with the best quality materials, standards and techniques and ensure that the any deliverables, material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for supplies used in the Services are transferred to the Buyer free from defects in workmanship, installation and design; g) conform to any specifications or other standards specified in the Order but any dates shall be estimates only and time shall not be Purchase Order; and h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the essence Services. i) upon Xxxxx’s request Seller shall make available to Buyer all quality records and any other data which relates to the specified requirements. 5.2. The Seller shall provide all reasonable equipment, materials, tools, vehicles and other items as are required to provide the Services. 5.3. The Seller shall obtain and maintain at all times the required licenses, permissions, approvals and consents which may be required for the performance of the Services. 7.3 Supplier 5.4. The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Buyer in all matters relating to regarding the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against comply with all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations reasonable instructions of the data available, but no warranty, expressed or implied, is given as to the ability Buyer. Terms and Conditions of Supplier to achieve a specific outcome, nor the accuracy Purchase of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed Goods and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier shall provide 4.1 The SELLER warrants that all SERVICES supplied under the Services to Purchaser CONTRACT will be: (i) performed in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall CONTRACT; (ii) fit for use reasonable endeavours to meet for any performance dates for the Services purpose specified in the Order but CONTRACT; and (iii) free from any dates shall be estimates only and time shall not be defect or deficiency. 4.2 SELLER’s warranty for SERVICES applies to all defects arising within 12 months of provision of the essence for relevant SERVICES. If the performance SELLER has supplied SERVICES that do not comply with the requirements of Article 4.1, the PURCHASER shall have one or more of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shallfollowing rights and remedies: (a) ensure that to terminate the terms of Order are complete and (if submitted CONTRACT with immediate effect by Purchaser) giving written notice to the service specification are complete and accuratePURCHASER; (b) co-operate with Supplier in all matters relating to require the ServicesSELLER to reperform the SERVICES, or to provide a full refund of the price paid for the SERVICES; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required refuse to accept any subsequent performance of the SERVICES which the SELLER attempts to make.; (d) to recover from the SELLER any expenditure incurred by Supplier to provide the ServicesPURCHASER in obtaining substitute services from a third party; and (de) provide Supplier to claim damages for any additional costs, loss or expenses incurred by the PURCHASER arising from the SELLER’s failure to comply with such information and materials as Supplier may reasonably require to Article 4.1 4.3 SELLER will supply the ServicesSERVICES diligently, efficiently, and ensure that such information is accurate carefully, in all material respectsa good and professional manner, and in accordance with best practice in the SELLER’s industry, profession or trade. 7.5 If Supplier’s performance 4.4 SELLER will furnish all skills, labour, supervision, equipment, goods, materials, supplies, transport and storage required for provision of SERVICES. 4.5 SELLER will obtain and at all times maintain all licences and consents which may be required for the provision of SERVICES. 4.6 SELLER will observe all health and safety rules and regulations and any other security requirements that apply at any of the PURCHASER’s premises. 4.7 SELLER will hold all PURCHASER MATERIALS in safe custody at its obligations own risk, maintain the PURCHASER MATERIALS in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services good condition until Purchaser remedied Purchaser Default and relieves Supplier from its obligations returned to the extent PURCHASER, and not dispose or use the Customer Default prevents PURCHASER MATERIALS other than in accordance with the PURCHASER’s written instructions or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultauthorisation. 7.6 Where 4.8 SELLER shall not do or omit to do anything which may cause the Services consist PURCHASER to lose any licence, authority, consent or permission upon which it relies for the purposes of any experimental conducting its business, and the SELLER acknowledges that the PURCHASER may rely or developmental work, act on the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedSERVICES. 7.7 Any claims by Purchaser which is based on defect 4.9 In providing any SERVICES, SELLER will only use SELLER PERSONNEL who are properly permitted, qualified, suitably trained, competent, skilled, and experienced in accordance with best practice in the Services shall be notified to Supplier within twenty-one (21) days of SELLER’s industry, profession or trade and as required by the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesCONTRACT.

Supply of Services. 7.1 Supplier shall 5.1 The Subcontractor undertakes to: 5.1.1 provide the Services to Purchaser and perform all other obligations under this Agreement in accordance with the Order in DFID Supply Partner Code of Conduct; 5.1.2 immediately upon signing this Agreement, provide to Sightsavers: (i) a signed copy of the Partner Compliance Declaration; and (ii) the Compliance Declaration Supporting Documents; 5.1.3 comply with all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet requirements of DFID and/or Sightsavers provided that any performance dates for the Services specified requirements which involve a change in the Order but any dates shall be estimates only and time shall not be nature or specification of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary has a material impact on the cost of providing the Services shall require the consent of the Subcontractor (such consent not to be unreasonably withheld or delayed); 5.1.4 provide the Services in accordance with Good Industry Practice; 5.1.5 provide the Services in compliance with all Regulations and in a manner, which enables DFID and/or Sightsavers to comply with any applicable law all Regulations; 5.1.6 operate in accordance with the highest standards and not to do anything that could bring Sightsavers, its name, or safety requirements reputation, or which do not materially affect the nature or quality of the ServicesIntellectual Property Rights into disrepute; and 5.1.7 respond promptly to all correspondence from Sightsavers and deal promptly with all requests from Sightsavers. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend 5.2 Time for performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from shall be of the essence. 5.3 The Subcontractor shall promptly notify Sightsavers as soon as it becomes aware of any event or circumstance which has or may have a material adverse impact upon the Subcontractor’s performance of the Services or compliance with its obligations under this Agreement. The Subcontractor shall promptly provide all information and co-operation reasonably required by Sightsavers in relation to such event or circumstance. 5.4 The Subcontractor shall not obtain, receive or otherwise procure or attempt to obtain, receive or otherwise procure any Payment, commission or other financial benefit from any third party in connection with the Services or otherwise. 5.5 The Subcontractor and the Subcontractor Personnel shall notify Sightsavers immediately of any actual or potential conflict of interest in relation to any of their obligations in relation to this Agreement or the DFID Contract together with recommendations as to how the conflict can be avoided. 5.6 In performing its obligations under the Agreement, the Sub-Contractor shall: 5.6.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the extent Modern Slavery Xxx 0000; 5.6.2 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Customer Default prevents Modern Slavery Act 2015 if such activity, practice or delays Supplierconduct were carried out in the UK; 5.6.3 include in contracts with Third-Party sub-contractors and suppliers’ provisions which are at least as onerous as those set out in this Clause 5; 5.6.4 notify Sightsavers as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; 5.6.5 maintain a complete set of records to trace the supply chain of all services provided to Sightsavers in connection with the Agreement; and 5.6.6 permit Sightsavers and its third-party representatives to inspect the Sub-Contractor’s performance. Purchaser shall indemnify Supplier against all liabilities costspremises, losses records, and expenses which Supplier may incur by reason of Purchaser Defaultto meet the Sub-Contractor Personnel to audit the Sub-Contractor’s compliance with its obligations under this Clause 5. 7.6 Where the Services consist 5.7 The Sub-Contractor represents and warrants that it has not been convicted of any experimental offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or developmental work, enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking. 5.8 Sightsavers may terminate the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as Agreement with immediate effect by giving written notice to the ability Sub-Contractor if the Sub-Contractor commits a breach of Supplier to achieve a specific outcome, nor the accuracy of results obtainedthis Clause 5. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Xxx 0000 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to RCUK SSC or the Customer pursuant to TUPE. Customer remedies If the Supplier fails to perform the Services by an any act the applicable dates, RCUK SSC or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by RCUK SSC or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by RCUK SSC or the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. [If the Supplier fails to perform the Services by the applicable dates RCUK SSC or the Customer Default prevents may at its option claim or delays deduct [INSERT] per cent of the Charges for each week's delay in performance by way of liquidated damages, up to a maximum of [INSERT] per cent of the total Charges. If RCUK SSC or the Customer exercises it rights under this clause B2.2, it shall not be entitled to any of the remedies set out in clause B2.1 in respect of the late performance of the Services.] The Contract shall extend to any substituted or remedial services provided by the Supplier’s performance. Purchaser shall indemnify The Customer's rights under the Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier against all liabilities costs, losses with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and expenses which provide such information to the Supplier as the Supplier may incur by reason reasonably request and the Customer considers reasonably necessary for the purpose of Purchaser Default. 7.6 Where providing the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in Services. Charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 Supplier 9.1 Services shall provide the Services to Purchaser in accordance with the Order be supplied in all material respects using reasonable care and skillwith any agreed description or specification. 7.2 Supplier 9.2 The Seller shall use reasonable endeavours to meet any performance dates agreed for the Services specified in the Order Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the ServicesServices shall not be or be made of the essence by notice. 7.3 Supplier shall have the right to make any changes 9.3 Subject to the Services which are necessary to comply with other provisions of these Conditions, the Seller shall not be liable for any applicable law direct, indirect or safety requirements consequential loss caused directly or which do not materially affect the nature or quality indirectly by any delay in performance of the Services, nor shall any delay entitle the Buyer to terminate or rescind the Contract. 7.4 Purchaser shall: (a) ensure 9.4 The Seller warrants to the Buyer that the terms of Order are complete Services will be provided using reasonable care and (if submitted by Purchaser) skill. 9.5 The Buyer shall cooperate with the service specification are complete and accurate; (b) co-operate with Supplier Seller in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 9.6 If Supplierthe Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser of the Buyer or failure by Purchaser of the Buyer to performs its obligations perform any relevant obligation (“Purchaser Buyer Default”): (a) Supplier the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser the Buyer remedies the Buyer Default, and to rely on the Buyer Default and relieves Supplier to relieve it from the performance of any of its obligations to the extent the Customer Buyer Default prevents or delays Supplier’s such performance. Purchaser ; (b) the Seller shall indemnify Supplier against all liabilities costs, not be liable for any costs or losses and expenses which Supplier may incur sustained or incurred by reason the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of Purchaser its obligations as set out in this clause 9.6; and (c) the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 3.1 The Supplier shall for the duration of the Agreement provide the Services to Purchaser HRi in accordance with the Order in all material respects using reasonable care and skillterms of the Agreement. 7.2 3.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in notified by HRi to the Order but any dates shall be estimates only and time shall not be of the essence for the performance of Supplier. 3.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier HRi in all matters relating to the Services; , and comply with all instructions of HRi; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Agreement; (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that HRi expressly or impliedly makes known to the Supplier; (e) provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; ; (f) use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate in the Deliverables, and all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default goods and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses materials supplied and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect used in the Services shall or transferred to HRi, will be notified to Supplier within twenty-one free from defects in workmanship, installation and design; (21g) days obtain and at all times maintain all licences and consents which may be required for the provision of the services being performed Services; (h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services; (i) observe all health and promptly after discovery safety rules and regulations and any other security requirements that apply at any of defect HRi's premises; (j) hold all materials, equipment and tools, drawings, specifications and data supplied by HRi to the Supplier (HRi Materials) in safe custody at its own risk, maintain HRi Materials in good condition until returned to HRi, and not dispose or failure. The sole use HRi Materials other than in accordance with HRi's written instructions or authorisation; and (k) not do or omit to do anything which may cause HRi to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance Supplier acknowledges that HRi may rely or re- fund, at Supplier’s option, of any defective or non-conforming act on the Services.

Supply of Services. 7.1 Supplier The Operator shall provide supply the Services to Purchaser the Client from the Services Start Date in accordance with the Order Agreement. The Client shall not be responsible for any promotion, marketing and/or communications in all material respects using respect of the Services. In supplying the Services, the Operator shall: perform the Services with reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for ; perform the Services specified in accordance with the Order but any dates shall be estimates only service description set out in 0; ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose; comply with: all applicable laws, statutes, regulations and codes from time to time in force; and the Mandatory Policies, provided that the Operator shall not be liable under the Agreement if, as a result of such compliance, it is in breach of any of its obligations under the Agreement. observe all health and safety rules and regulations and security requirements that apply at the Venue and have been communicated to the Operator, provided that the Operator shall not be liable under the Agreement if, as a result of such observation, it is in breach of any of its obligations under the Agreement; and take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Operator may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the essence Agreement. The Client shall, [at no cost to the Operator/in return for payment of the relevant Charges], grant the Operator [an exclusive/a non-exclusive] right to use the Tennis Courts for the performance duration of this Agreement in order to provide the Services. 7.3 Supplier shall . The Client agrees that the Operator shall, in order for it to perform the Services, have the right to make permit Court Users to use the Tennis Courts, provided that such use is in accordance with Clause 0. [{INSERT ADDITIONAL CLIENT RESPONSIBILITIES AS APPLICABLE. IF THE OPERATOR IS TAKING COMPLETE OWNERSHIP AND OPERATION OF THE VENUE THEN POTENTIALLY NO ADDITIONAL OBLIGATIONS TO BE INSERTED}]. The [Client/Operator] shall be responsible for maintaining the Tennis Courts to a playable standard throughout the term of this Agreement. This includes: the refurbishment and/or replacement of any changes damaged fencing, tennis nets and posts; ensuring the Tennis Courts are in a clean, safe and tidy condition, free of leaves, litter and other materials; treating xxxx on the Tennis Court surface; and repainting, re-skimming and/or rebuilding the Tennis Court surface. The [Operator/Client] shall be liable for the costs of maintenance under [Clause 0/Clauses {SPECIFY CLAUSES}]. [The [Operator/Client] shall be liable for the costs of maintenance under Clauses {SPECIFY CLAUSES}.] Unless agreed in writing by the parties, the parties agrees that the Tennis Courts shall only used for Court Users to play tennis or to receive tennis lessons from the Operator, or an individual appointed by the [Operator/Client]. The Operator shall report to the Services which are necessary Client any damage or defect to comply with the Venue, Tennis Court and/or facilities therein as soon as reasonably practicable after the Operator becomes aware of any applicable law such damage or defect. The Operator shall undertake and maintain records of [weekly/monthly] safety requirements or which do not materially affect the nature or quality inspections of the ServicesVenue and Tennis Court, such inspection records to be available for inspection by the Client upon request. [The Operator shall undertake a six-monthly risk assessment in respect of the Tennis Courts and/or the Services using the forms provided by the Client. 7.4 Purchaser shall: (a) ] The Operator shall not make or permit to be made any alterations to the Venue, Tennis Courts and/or any facilities therein without the prior written consent of the Client. LTA VENUE REGISTRATION The [Operator/Client] shall ensure that the terms Venue is registered with the Lawn Tennis Association. The [Operator/Client] shall be liable for the cost of Order are complete the registration under Clause 0. BOOKING PLATFORM The Client shall ensure that the Venue is makes all court bookings, season ticket memberships, and (if submitted by Purchaser) coaching sessions available to book on the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating Venues ClubSpark platform, linking to the Services; (c) provide Supplier, its LTA Online Booking Platform. The Operator shall be liable for the cost of the registration under Clause 0. DATA PROTECTION The Operator shall process any personal data belonging to the Client’s employees, agents, consultants and subcontractors in accordance with access its privacy policy in force from time to Purchaser’s premisestime. The parties agree that they shall not share any personal data belonging to any Court Users.] [For the purposes of this Clause Error! Reference source not found., machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier following terms shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.following meanings:

Supply of Services. 7.1 5.1 With effect from the Effective Date the Supplier will perform the Transition Services in accordance with [the Transition Plan] Schedule 2 and Schedule 4 and this Agreement. 5.2 Without prejudice to its obligations under clause 5.1, if the Supplier becomes aware that it is or may be unable to meet any date or deadline set out in [the Transition Plan] it will promptly give the University written notice of the delay, the estimated length of the delay and the reason for it. 5.3 If the Supplier fails to complete any Transition activity by the relevant date set out or referred to in the Transition Plan, the Supplier will: 5.3.1 arrange such additional resources as are necessary to complete that Transition activity as soon as possible after the relevant date; and 5.3.2 [CONSEQUENCES OF FAILURE TO MEET TRANSITION DATES]. 5.4 If by the day immediately preceding the Go-Live Date any Transition activity has not been completed or any Exit Criteria have not been achieved, the University may (at its sole discretion): 5.4.1 extend the Go-Live Date for such period as it notifies to the Supplier in writing. During any such period the Supplier will complete all Transition activities and ensure that all Exit Criteria are achieved; and/or 5.4.2 at any time before all Transition activities are completed and all Exit Criteria achieved, terminate this Agreement immediately by giving written notice to that effect to the Supplier, in which case the Supplier will refund to the University any monies already paid to the Supplier by the University under this Agreement. 5.5 Successful completion of the Transition activities by the Supplier will not constitute any acknowledgement or acceptance by the University that the Supplier’s solution for delivery of the Services will be sufficient or adequate to deliver the Services in accordance with the Service Levels and the other requirements of this Agreement. The Supplier remains solely responsible for the risk that its solution may not actually fulfil the requirements of this Agreement. 5.6 With effect from the Go-Live Date and during the remainder of the Services Term the Supplier will perform the Operational Services. The Supplier will also perform the Operational Services during the Exit Assistance Period in accordance with the provisions of clause [x]. 5.7 The Supplier shall during the Term provide the Services to Purchaser the University in accordance with the Order in all material respects using reasonable care and skillterms of this Agreement, subject to the University’s rights of earlier termination. 7.2 5.8 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in this Agreement or notified to the Order but any dates shall be estimates only and time shall not be of Supplier by the essence for the performance of University. 5.9 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) 5.9.1 co-operate with Supplier the University in all matters relating to the Services; (c) , and comply with all instructions of the University; 5.9.2 perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade; 5.9.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement; 5.9.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in this Agreement, and that the Deliverables shall be fit for any purpose made known to the Supplier by the University; 5.9.5 provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery and such other facilities items as reasonably are required by Supplier to provide the Services; Services (unless otherwise specified in any SOW); 5.9.6 use the best quality, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all materials supplied and used in the Services will be free from material defects in workmanship and design (during any warranty period set out in the relevant SOW, where applicable); 5.9.7 obtain and at all material respectstimes maintain all necessary licences and consents, and comply with all applicable laws and regulations; 5.9.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the University’s premises; 5.9.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the University to the Supplier (“University Materials”) in safe custody at its own risk, maintain the University Materials in good condition until returned to the University, and not dispose or use the University Materials other than in accordance with the University’s written instructions or authorisation; and 5.9.10 not do or omit to do anything which may cause the University to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business or cause the University to be in breach of any Law, and the Supplier acknowledges that the University may rely or act on the Services. 7.5 If 5.9.11 without prejudice to its obligations under Schedules 3 and 4, perform the Services in a manner that will, on the expiry or termination of all or part of this Agreement, facilitate an orderly handover of the provision of the Services to the University and/or a Replacement Supplier; 5.9.12 assign to the University the benefit of the warranties, guarantees and/or conditions that it receives in respect of Services and/or Deliverables from Approved Sub-Contractors or other third parties (including in relation to commercially off the shelf software, cloud services, hardware, equipment, peripherals and other tangible materials); 5.10 The Supplier will, promptly on request, provide to the University copies of all documentation which demonstrates compliance by the Supplier and each Approved Sub-Contractor with the provisions of clause 5.9. 5.11 The Supplier will provide the University with comprehensive user manuals, guidance, policies, procedures and instructions (including knowledge articles) and online help that contain sufficient information to enable the University to make full and proper use of the Services at all times and which contain such other information as the University (or any Replacement Supplier) may reasonably require in order to receive Services from the Supplier (and understand the resources, processes and policies that are used by the Supplier to deliver the Services) or to undertake provision of services similar to the Services following termination of this Agreement (“User Manuals”) and will keep the User Manuals up to date at all times. The Supplier will promptly provide a revised and updated electronic copy of the User Manuals to the University each time a material change is made to the Services and/or this Agreement which necessitates a change to the User Manuals and at any other time upon request. 5.12 Without prejudice to Schedule 6: 5.12.1 where a location is specified for the Services in a Statement of Work, the Supplier will not change the location from which the Operational Services are provided without the University’s prior written consent. Where no location is specified in a Statement of Work, the Operational Services (including any access to or storage of data) may be provided from the UK or India. Without prejudice to the University’s other rights and remedies under this Agreement, the University will be entitled to terminate this Agreement by giving at least 30 days’ prior written notice to that effect to the Supplier if the University does not consent to the move; For avoidance of doubt this clause is only applicable for change of locations between countries. 5.13 The Supplier will immediately give written notice to the University if the Supplier or any Approved Sub-Contractor becomes aware of a Relief Event, such notice to include details of the nature of the Relief Event and its likely impact on the Agreement. Subject to the Supplier’s compliance with clause 5.13, if and to the extent that a Relief Event causes the Supplier to fail to perform or to delay in performing any of the Supplier’s obligations under this Agreement: 5.13.1 the University will grant the Supplier an extension of time to complete performance of the relevant obligations by giving written notice to the Supplier. Such extension of time will be for the minimum period necessary to allow the Supplier to deal with or work around the impact of the Relief Event; and 5.13.2 the Supplier will not be in breach of this Agreement during the period referred to in clause 5.13.1 to the extent that it fails or delays to perform the Services and/or any of its other obligations under this Agreement as a direct result of the relevant Relief Event, provided that the Supplier uses all reasonable endeavours to continue to perform those Services and obligations to the best possible standard and to mitigate the impact of the Relief Event. 5.13.3 to the extent that such Relief Event results in any additional material, recoverable, reasonable, demonstrable and unavoidable costs being incurred as a result of the Relief Event and complying with its obligations under clause 5.14 Subject to clause 15.8, the Supplier’s sole remedy in respect of any Relief Event will be as set out in clause 5.13. The Supplier will have no right to terminate this Agreement under clause 17 or otherwise in respect of any Relief Event. 5.15 If the Supplier becomes aware that it will fail, or is likely to fail, for any reason, to perform any of its obligations under this Agreement by the date for performance set out or referred to in respect this Agreement: 5.15.1 if the failure is caused by a Relief Event, the provisions of clause 5.13 will apply; 5.15.2 if the failure is not caused by a Relief Event: 5.15.2.1 the Supplier will immediately give written notice to the University of the Services actual or likely delay in the performance of its obligations, a detailed explanation of the reasons and an assessment of the responsibility for this and the steps it is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser taking and/or proposes to performs take to comply with its obligations (“Purchaser Default”) under clause 5.15.2.2; 5.15.2.2 the Supplier shall without limiting its other rights or remedies have will use all reasonable endeavours to minimise the right to suspend performance period and impact of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultdelay. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under 5.16 The Supplier will ensure that the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given performed so as to meet or exceed all Service Levels [and the ability Commercial Model], and the provisions of Supplier to achieve a specific outcome, nor the accuracy of results obtainedSchedule 4 will apply. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 3.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to Purchaser Advance HE in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 3.2 Advance HE shall be entitled to alter the mode of delivery from face-to- face to online and vice versa by serving no less than 14 days’ notice. If any changes in the Charges occur due to the aforementioned alteration, the Charges shall be amended accordingly. The Supplier shall use reasonable endeavours ensure that it has access to suitable equipment, software and a stable internet connection to be able to deliver the Services both face-to-face and online. 3.3 The Supplier shall meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for the performance of the ServicesSupplier by Advance HE. 7.3 Supplier shall have the right to make any changes to 3.4 In providing the Services which are necessary to the Supplier shall: 3.4.1 comply with any applicable law all reasonable instructions issued by Advance HE; 3.4.2 perform the Services using reasonable skill and care and in accordance with best practice in the Supplier’s industry, profession or safety requirements or which do not materially affect the nature or quality of the Servicestrade. 7.4 Purchaser shall: (a) 3.4.3 use personnel who are suitably skilled, qualified, trained and experienced to perform the tasks assigned to them with all due skill, care and diligence under adequate supervision; 3.4.4 ensure that the terms Services and Deliverables will conform with all descriptions set out in the Specification and/or the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Advance HE; 3.4.5 provide all equipment, tools and vehicles and any other necessary items (“Supplier Equipment”) in order to perform the Services at no additional cost to Advance HE unless prior written agreement is obtained from Advance HE as to incurrence of Order are complete such costs; 3.4.6 ensure that the Suppliers Equipment shall be of satisfactory quality and fit for the purpose of providing the Services in accordance with this Contract; 3.4.7 obtain and maintain at all times all necessary licences and consents and comply with all applicable laws and regulations; 3.4.8 observe all health and safety rules and regulations (if submitted including policies) and any other security requirements which apply at any of Advance HE’s premises; 3.4.9 hold all materials, equipment and tools, drawings, specifications and data supplied by PurchaserAdvance HE to the Supplier (“Advance HE Materials”) in safe custody at its own risk, maintain the Advance HE Materials in good condition until returned to Advance HE, and not dispose or use Advance HE Materials other than in accordance with Advance HE’s written instructions or authorisation; 3.4.10 act in a manner that will, on termination of this Contract, facilitate an orderly handover of the provision of Services to Advance HE and/or a new Advance HE service specification are complete provider at no additional cost to Advance HE; 3.4.11 comply with Advance HE’s Quality Requirements; 3.4.12 not do or omit to do anything throughout the Term which may cause Advance HE to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting business and/or discharging its charitable objectives, and accurate; (b) co-operate with the Supplier in all matters relating to acknowledges that Advance HE may rely or act on the Services; (c) provide Supplierand 3.4.13 not to do or say anything throughout the Term which damages or which could reasonably be expected to damage the interests or the reputation of Advance HE or its officers, its employees, agents, consultants and subcontractors with access to Purchaser’s premisescontractors, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectsfunders or owners. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier (a) Seller shall provide the services (including the deliverables set out on the relevant Buyer’s order for the supply of Services (the “Deliverables”)) specified in the service specification on the relevant Buyer’s Order (the “Services”) to Purchaser Buyer in accordance with the Order service specification in all material respects using reasonable care and skillrespects. 7.2 Supplier (b) Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the relevant Buyer’s Order but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier (c) Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements regulation, or which do not materially affect the nature or quality of the Services, and Seller shall notify Buyer in any such event. 7.4 Purchaser shall: (ad) ensure Seller warrants to Buyer that the terms of Order are complete Services will be provided using reasonable care and skill. (if submitted by Purchasere) the service specification are complete and accurate; (b) Buyer shall co-operate with Supplier Seller in all matters relating to the Services; (c) Services and shall provide SupplierSeller, its employees, agents, consultants and subcontractors sub-contractors with access to PurchaserBuyer’s premises, machinery office accommodation and other facilities as reasonably required by Supplier Seller to provide the Services; and the (df) Buyer shall provide Supplier Seller with such information and materials as Supplier Seller may reasonably require to supply the Services, Services and ensure that such information is accurate in all material respectsrespects and shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start. 7.5 (g) If SupplierSeller’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser Buyer or failure by Purchaser Buyer to performs its obligations perform any relevant obligation (the “Purchaser Buyer Default”) Supplier Seller shall without limiting its other rights or and remedies have the right be entitled to suspend performance of the Services until Purchaser remedied Purchaser Buyer remedies the Buyer Default and relieves Supplier to rely on the Buyer Default to release it from the performance of any of its obligations. Seller shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from Seller’s failure or delay in performing any of its obligations to as a consequence of the extent Buyer Default and Buyer shall reimburse Seller on written demand for any costs or losses sustained or incurred by Seller arising directly or indirectly from the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Buyer Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 11.1 Oglaend shall provide the Services to Purchaser the Buyer in accordance with the Order in all material respects using Contract applying reasonable care skill and skillcare. 7.2 Supplier 11.2 Oglaend shall use its reasonable endeavours to meet any performance dates for the Services specified in the Order Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. Oglaend shall not be liable for any loss whatsoever or howsoever arising caused by its failure to provide the Services on the due date. 7.3 Supplier shall have 11.3 Where Oglaend is to perform the right to make any changes Services at the Buyer’s premises, the Buyer shall: 11.3.1 procure safe and unhindered access to the premises for all the Personnel to carry out the Services which at all relevant times; 11.3.2 ensure that all consents, permissions, or licences required to allow the Services to be provided are necessary in place; 11.3.3 ensure the provision of adequate power, lighting, heating and other such facilities or supplies required for the provision of the Services; 11.3.4 provide adjacent to where the Services are to be provided storage for the materials required for the Services; 11.3.5 ensure that the site where Services are to be provided are adequate for that purpose, clear and free from all health and safety hazards and possesses such facilities for the Personnel to comply with any applicable law legislation and as Oglaend shall reasonably require; and 11.3.6 be responsible for the Personnel’s death or safety requirements personal injury or damage to or loss of Xxxxxxx (and subcontractors and Personnel)’s property whilst on the Buyer’s premises except to the extent any such death or personal injury results from the negligence of Xxxxxxx or its subcontractors. 11.4 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith: 11.4.1 when Xxxxxxx issues a written notice to the Buyer confirming such completion; or 11.4.2 if Oglaend is available to perform the Services but is prevented from doing so by reason of: (a) the lack of relevant assistance from the Buyer (such as lack of availability of test components or parts from the Buyer); or (b) the condition of the Buyer’s premises on the site at which do not materially affect the nature Services are to be provided and/or the facilities at or quality the services available at those premises at the time agreed for the provision of the Services.; or 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser the Buyer to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have comply with the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultContract. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 3.1 The Supplier shall provide invoice all of the Customer’s members and collect all subscriptions. Once the subscriptions are received the Supplier shall then transfer a sum to a separate Customer account (the BALC Executive Account) in order for the Customer to continue with its strategic and political objectives. This would typically cover the maintenance of the quarterly BALC executive meetings, attendance for BALC executive members at external bodies such as Sercaf and attendance at the NALC conference. The remainder of the monies shall remain with the supplier in order to supply the Services to Purchaser the Customer for the Term outlined in the Service Agreement, subject to and in accordance with these terms and conditions. The amount to be transferred to the Order in all material respects using reasonable care BALC Executive Account will be 17% of the total BALC membership fees collected. This percentage will be transferred by the end of June each financial year. Any amendments to this percentage will be subject to negotiation between the parties and skill. 7.2 agreed at the joint oversight committee. The BALC Executive Account will be administered by the Supplier shall use reasonable endeavours to meet any performance dates for operational purposes, however payments will be authorised by the Services specified BALC Executive Committee in the Order but any dates shall be estimates only and time shall not be form of the essence for the performance of an email. In supplying the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) 3.1.1 co-operate with Supplier the Customer in all matters relating to the ServicesServices and comply with all the Customer’s reasonable instructions; 3.1.2 perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade; 3.1.3 use Staff and Subcontractors who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Agreement; 3.1.4 ensure that the Services shall conform with all descriptions and specifications set out in the Specification; 3.1.5 comply with all applicable laws; (c) and 3.1.6 provide Supplierall equipment, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery tools and other facilities items as reasonably are required by Supplier to provide the Services; and (d) provide . 3.2 The Customer may by written notice to the Supplier with such information and materials as at any time request a variation to the scope of the Services. In the event that the Supplier may reasonably require agrees to supply any variation to the scope of the Services, any additional charges shall be discussed and ensure that such information is accurate agreed and a decision made about the most appropriate source for the additional fees will be agreed in all material respectswriting between the Customer and the Supplier. 7.5 If Supplier’s performance 3.3 The parties agree that the amount of any of its obligations money to be retained by the supplier will increase annually in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser line with RPI subject to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultclause 3. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 5.1 In consideration for the payment of the Contract Charges, the Supplier shall supply the Authority with Services during the Term in accordance with: (a) the requirements set out in Schedule 2.1 (Services Description); (b) the Standards; (c) the Service Levels; (d) all applicable Laws, including but not limited to, any obligation implied by sections 12, 13 and 14 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982; and (e) the other requirements as set out in this Agreement. 5.2 The Supplier shall at all times during the Term ensure that: (a) where the provision of the Services involves the supply of Goods, the Goods are free from defects in design and workmanship and are fit for the purpose that such Goods are ordinarily used for and for any particular purpose made known to the Supplier by the Authority; (b) the Services are supplied in accordance with the Supplier Solution, except to the extent that the Supplier Solution conflicts with Schedule 2.1 (Services Description) (in which case Schedule 2.1 (Services Description)) shall prevail to the extent of the conflict); and (c) it does not do anything or permit anything to be done in the delivery of the Services that might embarrass the Authority or bring the Authority’s name into disrepute. 5.3 The Supplier shall at all times comply with the Standards, and where applicable shall maintain accreditation with the relevant Standards' authorisation body. To the extent that the standard to which the Services must be provided has not been specified in this Agreement, the Supplier shall agree the relevant standard for the provision of the Services with the Authority prior to the supply of the Services commencing and, in any event, the Supplier shall perform its obligations under this Agreement in accordance with the Law and Good Industry Practice. 5.4 The Supplier shall ensure that the Supplier Personnel shall at all times during the Term: (a) faithfully and diligently perform those duties and exercise such powers as necessary in connection with the provision of the Services; (b) obey all lawful instructions and reasonable directions of the Authority and provide the Services to Purchaser the reasonable satisfaction of the Authority; and (c) apply all due skill, care, diligence and are appropriately experienced, qualified and trained. 5.5 The Supplier shall perform its obligations under this Agreement in a timely manner. 5.6 The Authority may inspect and examine the manner in which the Supplier supplies the Services at the Premises during normal business hours on reasonable notice. 5.7 If the Authority informs the Supplier in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of this Agreement or differs in any way from those requirements, the Supplier shall at its own expense re- schedule and carry out the Services in accordance with the Order in all material respects using requirements of this Agreement within such reasonable care and skilltime as may be specified by the Authority. 7.2 5.8 The Supplier shall use be responsible for all damage to or shortage or loss of Goods or Spares (“Deficient Supplies”) if: (a) the Deficient Supplies are notified in writing to the Supplier within three (3) Working Days of receipt of the Deficient Supplies; and (b) the Deficient Supplies have been handled by the Authority in accordance with the Supplier’s instructions. 5.9 The Supplier shall replace or repair all Deficient Supplies to the Authority’s reasonable endeavours to meet any performance dates for satisfaction and at the Supplier’s cost. 5.10 The Supplier agrees that the Authority relies on the skill and judgment of the Supplier in the supply of the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Servicesits obligations under this Agreement. 7.3 5.11 The Supplier shall have continue to perform all of its obligations under this Agreement and shall not suspend the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality supply of the Services., notwithstanding: 7.4 Purchaser shall: (a) ensure that the terms existence of Order are complete and (if submitted by Purchaser) the service specification are complete and accuratean unresolved Dispute; and/or (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser the Authority to performs its obligations pay any Contract Charges, unless the Supplier is entitled to terminate this Agreement under Clause 38.2(a) (“Purchaser Default”Termination by the Supplier) Supplier shall without limiting its other rights or remedies have the right for failure to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultpay undisputed Contract Charges. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier In consideration of the Employer’s agreement to pay the applicable fees as stated in Annex 2, the Employer may place Orders for training Services as listed in Annex 1 from time to time during the Term. Each Order by the Employer to the Provider shall be an offer to purchase Services subject to these Conditions. The Provider shall confirm within 10 days of the issue of an Order whether it is willing and able to provide the Services specified within the Order. If the Provider positively confirms that it is willing and able to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for supply the Services specified in to the Order but any dates shall be estimates only Employer a binding commitment to that effect comes into existence subject to the terms and time shall not be conditions of the essence for the performance of this Agreement. In supplying the Services. 7.3 Supplier shall have , the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser Provider shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Employer in all matters relating to the ServicesServices and comply with all reasonable Employer instructions; (c) perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Provider’s industry, profession or trade; use Staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Provider’s obligations are fulfilled in accordance with this Agreement; ensure that the Services shall conform with all descriptions and specifications set out in the Specification; comply with all applicable laws; and provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and other facilities items as reasonably are required by Supplier to provide the Services; . These Conditions apply to and (d) provide Supplier with such information form part of the Contract between the Training Provider and materials as Supplier may reasonably require the Employer. They supersede any previously issued terms and conditions of purchase or supply relating to supply the Services. No terms or conditions endorsed on, and ensure that such information is accurate delivered with, or contained in all material respects. 7.5 If Supplierthe Provider’s performance confirmation of any of its obligations in respect order or other document shall form part of the Services Contract. This Agreement shall take effect on the date specified in the Award Letter and shall expire on the Expiry Date, unless it is prevented otherwise extended in accordance with clause 4.4 or delayed terminated in accordance with the terms and conditions of this Agreement. The Employer may extend this Agreement for a period of up to 6 months’ by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations giving not less than 1 months’ notice in writing to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as Provider prior to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failureExpiry Date. The sole terms and exclusive remedy conditions of Purchaser for this Agreement shall apply throughout any such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Servicesextended period.

Supply of Services. 7.1 Supplier 4.1 The Company shall provide supply the Services to Purchaser the Customer in accordance with the Order Statement of Work in all material respects using reasonable care and skillrespects. 7.2 Supplier 4.2 The Company shall use all reasonable endeavours to meet any performance dates for the Services Services, whether specified in the Order Statement of Work or not, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have 4.3 The Company reserves the right to make any changes to amend the Services which are Statement of Work if necessary to comply with any applicable law or safety requirements regulatory requirement, or which do if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event. 7.4 Purchaser shall: (a) ensure 4.4 The Company warrants to the Customer that the terms Services will be provided using reasonable care and skill. 4.5 Under no circumstances will the Company be responsible for any changes that adversely affect the Goods, where that change has occurred through no decision, conduct or responsibility of Order the Company. 4.6 Where ancillary Goods are complete and (if submitted by Purchaser) to be delivered as contained in the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating Statement of Work, the risk of the Goods will be the Customer’s responsibility. 4.7 Title to the Services; (c) provide Supplier, its employees, agents, consultants Goods will not pass to the Customer until full and subcontractors with access to Purchaser’s premises, machinery and other facilities final payment as reasonably required by Supplier to provide set out in the Services; and (d) provide Supplier with Statement of Work. Once payment is made title will pass at the time of payment of all such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respectssums. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) 4.8 The Supplier shall without limiting its other rights or remedies have reserves the right to suspend performance retake possession of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations any Goods prior to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultCompletion. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under 4.9 Subject to clause 10 the Services are given provided on the condition and understanding that should the Customer have any issues with any work carried out in good faith accordance with the Statement of Work, the Company shall be afforded at least 14 days to rectify any issues. Any changes that is an occurrence of the issues will not amend the Statement of Work unless agreed to in accordance with these Conditions. 4.10 Subject to Clause 6.2, where the Customer supplies Goods or materials, the Company, at its sole discretion, reserves the right to refuse to carry out the Services where the materials provided are in its opinion are below the standard necessary to carry out the Services. 4.11 The Company guarantees all fitting contained within the limitations Statement of Work for 12 months from the data availabledate of Completion. The Company’s guarantee extends to the fitting works only. 4.12 Services are supplied on the condition that the Company will not be responsible for the removal of any fridges or freezers from the Customer’s premises. 4.13 A minor electrical certificate will be provided to the Customer if necessary. Where an electrical certificate is not required, in circumstances where no electrical circuits are broken, but no warrantythe Customer still requests one, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall charge will be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failureincurred for supplying one. The sole and exclusive remedy of Purchaser for such defect hereunder shall be Company reserves the re-performance or re- fund, at Supplier’s option, of right to appoint any defective or non-conforming Serviceselectrician that they see fit.

Supply of Services. 7.1 The Supplier shall provide the Services to Purchaser the Client in accordance with the Order Proposal in all material respects using reasonable care and skillrespects. 7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Project Schedule but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event. 7.4 Purchaser shall: (a) ensure The Supplier warrants to the Client that the terms of Order are complete Services will be provided using care and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations skill to the extent expected of a high level refitter of yachts. The Supplier warrants the Customer Default prevents or delays quality of its Services for a period of 12 months (unless otherwise agreed) following the Client’s acceptance of the Services. Any defects in the Services during this warranty period will be corrected by the Supplier at the Supplier’s performanceown cost. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations Any Expenses of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect for correcting defects in the Services shall be notified invoiced to Supplier within twenty-one (21) days and paid for by the Client who agrees to pay in a timely manner according to the Supplier’s normal payment terms. 7.5 For the avoidance of doubt, where the Seller delivers parts and is not installing them, this installation to be carried out by third parties is not part of the Seller’s installation obligations under this Contract. 7.6 There are some issues which fall outside the scope of Services. This includes but is not limited to the following: (a) The installation of non-vetted/approved IT equipment as this may impact on the normal operation of a yacht’s or private estates IT services being performed and promptly email hosting. (b) The installation of non-vetted/approved AV, IT, security, communications, window finishing or any other equipment or system as this may impact on the normal operation of the Fusion Air App or a yacht’s systems. (c) Where the Client finds a problem with its network or system or supported items and integrations with these. If after discovery attempting to or resolving this issue by providing “trouble shooting services” the Supplier can reasonably show that the problem arose as a direct or indirect result of defect any act done or failureomitted to be done by the Client or a third party or otherwise not as a result of a problem occurring within the Supplier’s own network or system then the Supplier will inform the Client of its findings and the time spent. Where additional work is carried out in respect of these the Supplier may charge its normal current charge out rates as well as the additional costs of any materials used. 7.7 Where the Supplier agrees to go onboard a yacht or attend any scheduled meeting(s) or task(s) as part of any services to be carried out by the Supplier’s Group, if those services are unable to be carried out the services at its agreed time as a result of any act done or omitted to be done by the Client or a related third party then unless the Client cancels 24 hours in advance, the Supplier is entitled to charge for any travel time, time and expenses. The sole Supplier may also charge for travel time, time and exclusive remedy of Purchaser for such defect hereunder shall be expenses occurred whilst standing by to comply with the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesClient(s) revised schedule(s).

Supply of Services. 7.1 Supplier B1 The Services B1.1 The Contractor shall provide supply the Services to Purchaser during the Contract Period in accordance with the Order Authority’s requirements as set out in all material respects using the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable care and skillnotice. 7.2 Supplier B1.2 If the Authority informs the Contractor in writing that the Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differ in any way from those requirements, and this is other than as a result of a Default by the Authority, the Contractor shall use at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable endeavours to meet any performance dates time as may be specified by the Authority. B2 Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance supply of the Services. 7.3 Supplier B2.3 All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Authority shall have no liability for any loss of or damage to any Equipment unless the right Contractor is able to make any changes demonstrate that such loss or damage was caused or contributed to by the Authority’s Default. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Contractor. B3 Manner of Carrying Out the Services B3.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services which has not been specified in the Contract, the Contractor shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. B3.2 While not in anyway limiting any other provision of this Contract, in delivering the Services, the Contractor, or any of its Sub-contractors, shall comply with the DWP Offshoring Policy. The DWP Offshoring Policy shall apply to Landed Resources. B3.3 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary to comply with any applicable law or safety requirements or which do not materially affect for the nature or quality proper supply of the Services. 7.4 Purchaser shall: (a) ensure that B3.4 The Authority will conduct a review of the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of this contract at least annually during the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend Contract Period. During this review, a performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultreport will be agreed. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care and skill. 7.2 terms of the Contract. The Supplier shall use reasonable endeavours to meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order but any dates shall be estimates only and time shall not be of or notified to the essence for Supplier by the performance of Customer. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer in all matters relating to the Services, and comply with all instructions of the Customer; (c) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design; obtain and at all material respects. 7.5 If times maintain all necessary licences and consents, and comply with all applicable laws and regulations; observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services. The Customer's rights under the Contract are without prejudice to and in addition to the statutory terms implied in favour of the Customer under the Supply of Goods and Services Act 1982 and any other applicable legislation. Without prejudice to the Customer's statutory rights, the Customer will not be deemed to have accepted any Deliverables until the Customer has had at least 14 Working Days after delivery to inspect them and the Customer also has the right to reject any Deliverables as though they had not been accepted for 14 Working Days after any latent defect in the Deliverables has become apparent. If, in connection with the supply of the Services, the Customer permits any employees or representatives of the Supplier to have access to any of the Customer's premises, the Supplier will ensure that, whilst on the Customer's premises, the Supplier’s performance 's employees and representatives comply with: all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any of its obligations in respect Customer laboratory, facility or equipment which is brought to their attention or given to them whilst they are on Customer premises by any employee or representative of the Customer. The Supplier warrants that the provision of Services is prevented shall not give rise to a transfer of any employees of the Supplier or delayed any third party to RCUK SSC or the Customer pursuant to TUPE. Services - Customer remedies If the Supplier fails to perform the Services by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall the applicable dates, the Customer shall, without limiting its other rights or remedies remedies, have one or more of the right following rights: to suspend terminate the Contract with immediate effect by giving written notice to the Supplier; to refuse to accept any subsequent performance of the Services until Purchaser remedied Purchaser Default and relieves (including delivery of Deliverables) which the Supplier attempts to make; to recover from its obligations the Supplier any costs incurred by RCUK SSC or the Customer in obtaining substitute services from a third party; where the Customer has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the extent Supplier's failure to meet such dates. These Conditions shall extend to any substituted or remedial services provided by the Supplier. The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law. Customer's obligations The Customer shall: provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and provide such information to the Supplier as the Supplier may reasonably request and the Customer Default prevents considers reasonably necessary for the purpose of providing the Services. Goods - price and payment The price of the Goods shall be the price set out in the Order. The price of the Goods excludes amounts in respect of value added tax (VAT) or delays other applicable sales tax, but includes the costs of all materials, costs charges, expenses, packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by or on behalf of the Customer. The Customer shall, on receipt of a valid VAT invoice from the Supplier’s performance, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the statutory rate in force at the relevant time. Purchaser The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. The Customer shall indemnify pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier unless the Customer agrees in writing to another payment method. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. The Customer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against all liabilities costs, losses and expenses which any amounts payable by it to the Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith Contract. The Supplier acknowledges and agrees that it will pay correctly rendered invoices from any of its suppliers or other sub-contractors within the limitations 30 days of receipt of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in invoice. Services - charges and payment The Charges for the Services shall be notified to Supplier within twenty-one (21) days of set out in the services being performed Order, and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the refull and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. Where the Order states that the Services are to be provided on a time and materials basis, the Charges for those Services will be calculated as follows: the charges payable for the Services will be calculated in accordance with the Supplier's standard daily fee rates (as at the date of the Order), subject to any discount specified in the Order; the Supplier's standard daily fee rates for each individual person will be calculated on the basis of an eight-performance or re- fund, at hour day worked between such hours and on such days as are agreed by the Customer and the Supplier’s option, ; the Supplier will not be entitled to charge pro-rata for part days without the prior written consent of any defective or non-conforming Services.the Customer; the Supplier will ensure that every individual whom it engages to perform the Services completes time sheets recording time spent on the Services and the Supplier will use such time sheets to calculate the charges covered by each invoice and will provide copies of such time sheets to the Customer upon request; and

Supply of Services. 7.1 The Supplier shall provide supply the Services to Purchaser the Customer from the Services Start Date in accordance with the Order in all material respects using Contract. In supplying the Services, the Supplier shall: perform the Services with reasonable care and skill. 7.2 Supplier shall ; use reasonable endeavours to meet any performance dates for perform the Services specified in accordance with the Order but any dates shall be estimates only service description set out in Schedule 1; and time shall not be take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser Contract. The Customer shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with the Supplier in all matters relating to the Services; (c) provide Supplierprovide, its employeesin a timely manner, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as the Supplier may reasonably require to supply the Servicesrequire, and ensure that such information it is accurate and complete in all material respects. 7.5 ; and maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessman in connection with the risks associated with this Contract, and in particular cover for any loss resulting from damage to the Customer’s Optics caused by the processing or repair work performed by the Supplier on the Customer’s Optics, and produce to the Supplier on demand full particulars of that insurance and the receipt for the then current premium. If the Supplier’s 's performance of any of its obligations in respect of under the Services Contract is prevented or delayed by an any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall: not be liable for any costs, charges or losses sustained or incurred by Purchaser the Customer that arise directly or failure indirectly from such prevention or delay; be entitled to payment of the Charges despite any such prevention or delay; and be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay. The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials and the Customer’s Optic for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract. The Customer shall indemnify the Supplier in full against any sums awarded by Purchaser a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials or the Customer’s Optic by the Supplier. In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to performs its obligations pay to the Supplier at the prevailing rate (“Purchaser Default”) if applicable), subject to receipt of a valid VAT invoice. The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer at the time or intervals specified in Schedule 2. Each invoice shall include all reasonable supporting information required by the Customer. The Customer shall pay each invoice due and submitted to it by the Supplier, in accordance with the terms specified in Schedule 2. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting its other rights or the Supplier's remedies have under clause 8 (Termination) the right to Supplier may suspend performance all Services and withhold delivery of the Services Key Deliverables until Purchaser remedied Purchaser Default and relieves Supplier payment has been made in full. All amounts due under the Contract from its obligations the Customer to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twentypaid in full without any set-one off, counterclaim, deduction or withholding (21) days other than any deduction or withholding of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Servicestax as required by law).

Supply of Services. 7.1 2.1. Receipt of a PO by the Supplier constitutes an offer by Identity to obtain Supplies from the Supplier which shall be deemed to have been accepted on the Supplier’s either confirming its acceptance in writing duly signed by or on behalf of the Supplier or providing (or beginning to provide) all or part of the Goods and/or Services. 2.2. The terms and conditions of this Agreement apply to all purchases of Supplies by Identity to the exclusion of any terms and conditions submitted in any way by or on behalf of the Supplier (Supplier Conditions), and the Supplier irrevocably waives any right that it otherwise might have to rely on the Supplier Conditions. 2.3. The Supplier shall provide supply the Goods and/or Services to Purchaser Identity in accordance with the Order in all material respects using reasonable care and skillthis Agreement. 7.2 2.4. In delivering the Goods and performing the Services the Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and Purchase Order, noting that time shall not be is of the essence for the performance of the Servicesessence. 7.3 2.5. The Supplier shall have undertakes, represents and warrants to Identity that the right to make Supplier shall: 2.5.1. provide any changes to Goods and perform the Services which are necessary to comply with any applicable law the highest level of care, skill, and diligence in accordance with best practice in the Supplier’s industry, profession or safety requirements or which do not materially affect the nature or quality of the Services.trade; 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) 2.5.2. co-operate with Supplier Identity in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants supply of the Goods and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and comply with all instructions of Identity; 2.5.3. appoint or, at the written request of Identity, replace without delay a manager, who shall have authority to contractually bind the Supplier on all matters relating to the Goods and Services. The initial manager shall be the Supplier’s representative; 2.5.4. only use personnel who are suitably skilled and experienced to perform the tasks assigned to them, and in sufficient number to ensure that such information is accurate in all material respects. 7.5 If the Supplier’s performance of obligations are fulfilled in full and on time; 2.5.5. any of travel and subsistence arrangements between the Supplier and its personnel comply with and will continue to comply with all relevant HMRC requirements; 2.5.6. ensure, at the Suppliers own cost, that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations in the Agreement and further to ensure that all local customs, byelaws, consents, licenses and permissions are obtained and complied with by the Supplier at all times in the jurisdiction and location in which the Goods and/or Services in respect of the Agreement are to be performed; 2.5.7. ensure that the Goods and Services is prevented and Deliverables shall conform in all respects with the description set out in this Agreement and that the Deliverables shall be fit for any purpose that Identity expressly or delayed by an any act impliedly makes known to the Supplier; 2.5.8. provide all equipment, tools, vehicles, and other items required to provide the Goods and Services whether included within the Purchase Order or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have not; 2.5.9. ensure that the right to suspend performance Deliverables, and all goods, materials, standards, and techniques used in providing the Goods and Services are of the best quality and are free from defects in workmanship, installation and design; 2.5.10. comply with (i) all applicable laws, statutes, regulations, and codes from time to time in force; and (ii) the Policies; 2.5.11. observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of Identity’s premises and including all third-party sites at which the Goods and Services may be provided from time to time as notified to the Supplier; 2.5.12. maintain a Health and Safety policy (and shall provide such policy to Identity if requested by Identity) and, in addition, shall not take any actions putting Identity or anyone else at risk; 2.5.13. hold all Identity Materials in safe custody at its own cost and risk, maintain the Identity Materials in good condition until Purchaser remedied Purchaser Default returned to Identity or delivered to any third party nominated by 2.5.14. not do or omit to do anything which may cause Identity to lose any licence, authority, consent, or permission on which it relies for the purposes of conducting its business and 2.5.15. notify Identity in writing immediately upon the occurrence of a change of control of the Supplier; and 2.5.16. comply with any procedures notified to it by Identity for vetting and relieves accreditation of personnel in respect of all Supplier from personnel employed or engaged in the provision of the Goods and/or Services and agree that it shall not be relieved of its obligations to supply the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses Goods and/or Services should any of its personnel (including sub-contractors) fail to pass such vetting and expenses which Supplier may incur by reason of Purchaser Defaultaccreditation procedures. 7.6 Where 2.6. Identity shall have the Services consist right, in its absolute discretion, to require the Supplier not to use specified individuals employed or engaged by the Supplier, or by a sub-contractor of the Supplier, in the supply of the Goods and/or Services. Identity shall not exercise this right in breach of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failurelaw. The sole and exclusive remedy Supplier shall not be relieved of Purchaser for such defect hereunder shall be its obligations to supply the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming ServicesGoods and/or Services in accordance with this Agreement where Identity exercises this right.

Supply of Services. 7.1 The Supplier shall provide the Services to Purchaser the Customer in accordance with the Order in all material respects using reasonable care a proper and skillworkmanlike manner. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. 7.3 The Customer may, without invalidating this Contract, issue instructions requiring a change to the Services during the period within which the Services are to be carried out. If a change is possible the Supplier will let the Customer know about any changes to the Price of the services, their timing or anything else that would be necessary as a result of the requested change. To confirm, the Supplier shall only be required to change the Services once any variation in price for the supply of Services has been agreed. 7.4 Purchaser The Customer shall: : (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with the Supplier in all matters relating to the Services; ; (cb) provide the Supplier, its employees, agents, consultants and subcontractors subcontractors, with access to Purchaser’s the Customer's premises, machinery office accommodation and other facilities as reasonably required by the Supplier to provide the Services; and ; (dc) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; (d) prepare the Customer's premises for the supply of the Services; and (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start. 7.5 If the Supplier’s performance of the services is affected by an event outside the Supplier’s control then the Supplier will contact the Customer as soon as possible to notify the Customer and will take steps to minimise the effect of the delay. The Supplier shall not be liable for such delays but if there is a risk of substantial delay the Customer is entitled to contact the Supplier to end the contract and receive a refund for any services paid for but not received. 7.6 The Supplier may suspend the services to deal with technical problems or make minor technical changes, to update the services to reflect changes in relevant laws and regulatory requirements or to make changes to the services as requested by the Customer or notified by the Supplier to the Customer. 7.7 To the extent that the Services are to be supplied in accordance with a Services Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of its obligations profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier caused by supplying the Services in respect accordance with the Services Specification including but not limited to any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights. This clause 7.7 shall survive termination of the Contract. The Supplier reserves the right to amend the specification of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents Specification if required by any applicable statutory or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Defaultregulatory requirements. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 3.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to Purchaser AJT in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 3.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only or notified to the Supplier by AJT and time shall not be of the essence for the performance of in this respect. 3.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier AJT in all matters relating to the Services; , and comply with all instructions of AJT; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; (d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Proposal, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by AJT; (e) provide Supplier, its employees, agents, consultants all computer equipment and subcontractors with access to Purchaser’s premises, machinery and such other facilities items as reasonably are required by Supplier to provide the Services; ; (f) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; (dg) provide hold all documents and data supplied by AJT to the Supplier (the “Customer Materials”) securely and not use the Customer Materials other than in accordance with such information AJT's written instructions or authorisation; (h) not do or omit to do anything which may cause AJT to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and materials as the Supplier acknowledges that AJT may reasonably require to supply rely or act on the Services; (i) not communicate whether directly or indirectly, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance by any form of communication, with any of its obligations third party in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance aspect of the Services until Purchaser remedied Purchaser Default and relieves without AJT’s prior written consent. For the avoidance of doubt, the Supplier from its obligations is not permitted to contact any clients or customers of AJT for any reason without the prior written consent of AJT; (j) not engage the services of any subcontractor to perform the Services without the prior written consent of AJT, such consent not to be unreasonably withheld; (k) comply with any additional instructions provided by AJT in relation to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default.Services; and 7.6 Where (l) undertake to answer queries from AJT related to the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but for no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedextra charge. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 9.1 The Company shall provide the Services to Purchaser the Buyer in accordance with the Order in all material respects using Contract applying reasonable care skill and skillcare. 7.2 Supplier 9.2 The Company shall use its reasonable endeavours to meet any performance dates for the Services specified in the Order Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. The Company shall not be liable for any loss whatsoever or howsoever arising caused by its failure to provide the Services on the due date. 7.3 Supplier shall have 9.3 Where the right Company is to make any changes perform the Services at the Buyer’s premises, the Buyer shall: procure safe and unhindered access to the premises for all the Personnel to carry out the Services which at all relevant times; ensure that all consents, permissions, or licences required to allow the Services to be provided are necessary in place; ensure the provision of adequate power, lighting, heating and other such facilities or supplies required for the provision of the Services; provide adjacent to where the Services are to be provided storage for the materials required for the Services; ensure that the site where Services are to be provided are adequate for that purpose, clear and free from all health and safety hazards and possesses such facilities for the Personnel to comply with any applicable law legislation and as the Company shall reasonably require; and be responsible for the Personnel’s death or safety requirements personal injury or damage to or loss of the Company (and subcontractors and Personnel)’s property whilst on the Buyer’s premises except to the extent any such death or personal injury results from the negligence of the Company or its subcontractors. 9.4 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith: when the Company issues a written notice to the Buyer confirming such completion; or if the Company is available to perform the Services but is prevented from doing so by reason of: (a) the lack of relevant assistance from the Buyer (such as lack of availability of test components or parts from the Buyer); or (b) the condition of the Buyer’s premises on the site at which do not materially affect the nature Services are to be provided and/or the facilities at or quality the services available at those premises at the time agreed for the provision of the Services.; or 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser the Buyer to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have comply with the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser DefaultContract. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 Supplier 3.1 Noisy shall provide supply such Services as are necessary for the proper completion of the Project. Noisy warrants to the Customer that the Services to Purchaser in accordance with the Order in all material respects will be provided using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for 3.2 The Services supplied by Noisy in respect of the Services Project are as specified in the Order but any dates shall be estimates only and time shall not be on the basis of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any Estimate. Any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations Customer in respect of the Services is prevented Estimate for the Project will be subject to a renegotiation of timescales and the Customer shall be liable for any additional costs arising from the changes to the requirements. Noisy Associates Ltd 07912 517 074 xxxxxx@xxxxxxxxxx.xx.xx xxx.xxxxxxxxxx.xx.xx Studio A Xxxxxxxxx 3.3 To the extent that the Project Specification and the work to be undertaken by Noisy in respect of the Project contains logos, images, branding, trademarks and other intellectual property supplied by the Customer, the Customer shall indemnify Noisy against all liabilities, costs, expenses, damages and losses (including any direct, indirect or delayed consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by an Noisy arising out of or in connection with any act claim made against Noisy for actual or omission alleged infringement of any third party’s intellectual property rights arising out of or in connection with Noisy following the Customer’s Project Specifications or using other information supplied by Purchaser or failure by Purchaser the Customer to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have Noisy. 3.4 Noisy reserves the right to suspend performance amend the Project Specification if required by any applicable statutory or regulatory requirement, and Noisy shall notify the Customer in any such event. 3.5 Any dates quoted for completion of the Project are approximate and Noisy will use its reasonable endeavours to comply with delivery requirements. Noisy shall not be liable for any delay in delivery of the Services until Purchaser remedied Purchaser Default caused by a Force Majeure Event or the Customer’s failure to provide Noisy with: (i) appropriate equipment, personnel, facilities, access or delivery instructions as the case may be; or (ii) any other information or assistance that is relevant. 3.6 All research, designs, proposals, materials in any media and/ images used in connection with the Project are the property of Noisy and relieves Supplier from remain at all times the property of Noisy unless otherwise specifically agreed in writing by Noisy. 3.7 If Noisy fails to deliver the Services or to complete the Project or to fulfil its obligations under the terms of this Contract for a reason other than a reason set out in clause 3.3 above Noisy’s total liability shall be limited to the extent payments made by the Customer Default prevents to Noisy in respect of the Project. For the avoidance of doubt Noisy shall have no liability for consequential losses of the Customer or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costsany third party howsoever caused, losses and expenses further details of which Supplier may incur by reason of Purchaser Defaultare set out in clause 9. 7.6 Where 3.8 Noisy reserves the right to sub-contract part or parts of the work to be undertaken in respect of the provision of the Services consist of in connection with the Project or any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations element of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtainedProject at its own expense with reputable sub-contractors. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

Supply of Services. 7.1 In consideration of the amounts due under this Contract, the Supplier shall will, from the date set out in the Purchase Order or Award Letter; provide the Services to Purchaser the Customer for the Term, in accordance with the Order in all material respects using reasonable care terms and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of conditions with this Contract. In providing the Services. 7.3 , the Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shallwill: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier the Customer and Beneficiary in all matters relating to the Services, and comply with all the Customer’s instructions; (c) perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade; use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract; ensure that the Services will conform with all descriptions and specifications set out in the Specification; comply with all applicable laws; and provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; and (d) provide . If the Supplier with such information and materials as Supplier may reasonably require to supply provides Services from the Customer’s premises, on completion of the Services, or termination or expiry of this Contract (whichever is the earlier) the Supplier will vacate the Customer’s premises, remove his plant, equipment and ensure unused materials and will clear away from these premises all rubbish arising out of the Services and leave the premises in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the premises or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier or any Staff. The Customer may inspect and examine the manner in which the Supplier supplies the Services, at the Premises, during normal business hours, on reasonable notice. Where the Supplier is unable to comply with clause 3.2 of this clause, or where the Supplier receives a complaint from the Beneficiary that such information clause 3.2 has not been complied with, the Supplier must inform the Customer in writing within five working days of having knowledge of either event. Representations and Warranties The Supplier warrants that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under this Contract, and that this Contract is accurate in all material respects. 7.5 If executed by a duly authorised representative of the Supplier’s performance . Variation of the Services The Customer reserves the right to vary the Services required, should this at any time become necessary. In the event of any variation to the scope of its obligations the Services, the Charges will be subject to fair and reasonable adjustment to be agreed between the Customer and the Supplier. Charges and Payment The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. The Supplier will invoice the Customer as specified in the Contract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services until Purchaser remedied Purchaser Default supplied in the invoice period. In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and relieves remedies under this Contract. Where the Supplier from enters into a sub-contract for the purpose of performing its obligations under this Contract, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the extent sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer Default prevents or delays Supplier’s performancewill, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, If there is given a dispute as to the ability amount invoiced the Customer will pay the undisputed amount. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier to achieve interest at a specific outcome, nor rate which will compensate for such loss as has been directly caused by the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect late payment. The interest rate will not be at a rate higher than the interest rate specified in the Services shall Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be notified to resolved through the dispute resolution procedure detailed in clause 40. The Supplier within twenty-one (21) days will not suspend the supply of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser Services unless the Supplier is entitled to terminate this Contract for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Servicesa failure to pay undisputed sums in accordance with clause 15.2.

Supply of Services. 7.1 5.1 The Supplier shall provide from the Commencement Date and for the duration of the Contract supply the Services to Purchaser Rothamsted in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be is of the essence for the in relation to any of those performance of dates. 5.3 In providing the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier Rothamsted in all matters relating to the Services; , and comply with all instructions of Rothamsted; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Rothamsted expressly or impliedly makes known to the Supplier; (e) provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; ; (f) use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate in the Deliverables, and all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default goods and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses materials supplied and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect used in the Services shall or transferred to Rothamsted, will be notified to Supplier within twenty-one free from defects in workmanship, installation and design; (21g) days obtain and at all times maintain all licences and consents which may be required for the provision of the services being performed Services; (h) observe all health and promptly after discovery safety rules and regulations and any other security requirements that apply at any of defect Rothamsted's premises; (i) hold all materials, equipment and tools, drawings, specifications and data supplied by Rothamsted to the Supplier (“Rothamsted Materials”) in safe custody at its own risk, maintain Rothamsted Materials in good condition until returned to Rothamsted, and not dispose or failure. The sole use Rothamsted Materials other than in accordance with Rothamsted's written instructions or authorisation; (j) not do or omit to do anything which may cause Rothamsted to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance Supplier acknowledges that Rothamsted may rely or re- fund, at Supplier’s option, of act on the Services; and (k) comply with any defective or non-conforming Servicesadditional obligations as set out in the Service Specification.

Supply of Services. 7.1 5.1 The Supplier shall from the Commencement Date and for the duration of the Contract provide the Services to Purchaser Qualifications Wales in accordance with the Order in all material respects using reasonable care and skillterms of the Contract. 7.2 5.2 The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Purchase Order but any dates shall be estimates only or notified to the Supplier by qualifications Wales and time shall not be is of the essence for the in relation to any of those performance of dates. 5.3 In supplying the Services., the Supplier shall: 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier Qualifications Wales in all matters relating to the Services; , and comply with all instructions of Qualifications Wales; (b) perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) only use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled; (d) ensure that the Services will conform in all respects with all descriptions and specifications set out in the Service Specification; (e) provide Supplierall equipment, its employees, agents, consultants tools and subcontractors with access to Purchaser’s premises, machinery vehicles and such other facilities items as reasonably are required by Supplier to provide the Services; ; (f) use the best quality goods, materials, standards and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Servicestechniques, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default goods and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses materials supplied and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect used in the Services shall or transferred to Qualifications Wales, will be notified free from defects in workmanship, installation and design; (g) ensure that it obtains and at all times maintains all necessary licences, permissions and consents (statutory, regulatory or otherwise) it may require and which are necessary to Supplier within twenty-one enable it to comply with its obligations, and comply with all applicable laws and regulations; (21h) days observe all health and safety rules and regulations and any other security requirements that apply at any of Qualifications Wales's premises; (i) notify Qualifications Wales in writing immediately upon the occurrence of any change of control of the services being performed Supplier; (j) hold all Customer Materials in safe custody at its own risk, maintain Qualifications Wales Materials in good condition until returned to Qualifications Wales, and promptly after discovery not dispose or use Qualifications Wales Materials other than in accordance with Qualifications Wales's written instructions or authorisation; and (k) not do or omit to do anything which may cause Qualifications Wales to lose any licence, authority, consent or permission upon which it relies for the purposes of defect conducting its business, and the Supplier acknowledges that Qualifications Wales may rely or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be act on the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.