Supply of Services. B1-1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to the Customer in accordance with the terms of the Contract. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 In providing the Services, the Supplier shall: B1-3-1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform the Services with reasonable skill and care and in accordance with all generally recognised commercial standards and practices for services of the nature of the Services; B1-3-3 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; B1-3-4 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; B1-3-5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and
Appears in 2 contracts
Samples: Contract for the Purchase of Services, Contract for the Purchase of Services
Supply of Services. B1-1 7.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order Commencement Date provide the Services to the Customer in accordance with the terms these Terms & Conditions.
7.2 Time shall be of the Contractessence in respect of the commencement and provision of the Services. B1-2 The Supplier shall meet any commencement, implementation and/or performance dates for the Services (including the delivery of Deliverables) specified in the each applicable Purchase Order or and/or as notified to the Supplier by the Customer. B1-3 Customer from time to time.
7.3 In providing the Services, the Supplier shall: B1-3-1 :
7.3.1 comply with all applicable laws, statutory and regulatory requirements and all codes of practice relating to the Services;
7.3.2 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
7.3.3 perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial best practice and applicable standards and practices for services of in the nature of the Services; B1-3-3 Supplier's industry, profession or trade;
7.3.4 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; B1-3-4 ;
7.3.5 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 ;
7.3.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
7.3.7 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
7.3.8 obtain and at all times maintain all necessary licences licences, authorities, consents and consentspermissions, and comply with all applicable laws and regulations; B1-3-8 ;
7.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;
7.3.10 comply with all of the Customer’s policies applicable to any access to the Customer’s premises by the Supplier, its employees, agents or Subcontractors;
7.3.11 hold all Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use them other than in accordance with the Customer's written instructions or authorisation; and
7.3.12 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 activities, and the Supplier acknowledges that the Customer may rely or act on the Services.
7.4 The Supplier shall provide all Deliverables to the Customer prior to the completion of the Services and shall further provide all management and administration including appointment booking, communication, reports and invoicing and management information (as may be required by the Customer from time to time) and as required for the Services and which shall be inclusive of the Contract Price.
7.5 The Supplier shall ensure all of the Supplier’s personnel (including any Subcontractors) attending at the Customer’s premises have met all applicable criteria for government criminal record disclosure and background checks as required according to the local law applicable to the relevant premises from time to time.
7.6 The Supplier shall:
7.6.1 employ or engage in and about the provision of the Services only persons who are careful, honest, skilled, competent and experienced in the work they are to perform;
7.6.2 ensure that every member of the Supplier Personnel engaged by the Supplier in and about the provision of the Services is and at all times remains properly and sufficiently trained, skilled and instructed with regard to the rules, procedures and statutory and regulatory requirements concerning health and safety at work and all other rules and procedures relevant to the duties which that person has to perform;
7.6.3 ensure that the Supplier Personnel comply with all relevant rules, codes, policies, procedures and standards of the Customer which are current or which may be notified to the Supplier by Customer from time to time and with all relevant statutes, statutory orders and regulations;
7.6.4 ensure Supplier Personnel do not in any circumstances accept any gratuity, tip or other form of money, taking or reward, collection or charge from any person in connection with the provision of the Services;
7.6.5 implement such Supplier Personnel training schemes as are necessary to ensure the proper performance of the Services;
7.6.6 ensure that the Supplier Personnel have been appropriately selected taking into account the nature of the Service and Premises and all the necessary and relevant background checks have been completed prior to the Supplier Personnel commencing work at any Premises;
7.6.7 ensure that the Supplier Personnel have the right to work in the United Kingdom and have passed all relevant pre-employment checks (including employment history, criminal convictions, reference checks and address verification) prior to Personnel commencing work; and
7.6.8 ensure the Supplier Personnel are of good character, honest, courteous, suitable in capability, appearance and behaviour and have the requisite skill, competence, qualifications and experience for the efficient and safe performance of their duties in accordance with the Services..
Appears in 2 contracts
Samples: Terms and Conditions for the Purchase of Goods & Services, Terms and Conditions for the Purchase of Goods & Services
Supply of Services. B1-1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide supply the Services to the Customer from the Services Start Date in accordance with the terms Agreement. In performing the Services, the Supplier shall meet, and time is of the Contract. B1-2 The Supplier shall meet essence as to, any performance dates for the Services (including the delivery of Deliverables) or timeframes specified in Schedule 1 or as agreed between the Order or notified parties from time to the Supplier by the Customertime. B1-3 In providing supplying the Services, the Supplier shall: B1-3-1 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; co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform appoint or, at the Services with reasonable skill and care and in accordance with all generally recognised commercial standards and practices for services written request of the nature of Customer, replace without delay a manager, who shall have authority to contractually bind the Supplier on all matters relating to the Services; B1-3-3 only use personnel who are suitably skilled and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier's ’s obligations are fulfilled fulfilled; ensure 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 accordance with this Contractthe Agreement; B1-3-4 ensure that the Services and Deliverables will shall conform in all respects with all descriptions and specifications the service description set out in the Order, Schedule 1 and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the CustomerSupplier; B1-3-5 provide all equipment, tools and tools, vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods goods, materials, standards and materials supplied and techniques used in providing the Services or transferred to are of the Customer, will be best quality and are free from defects in workmanship, installation and design; B1-3-7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws laws, statutes, regulations and regulationscodes from time to time in force; B1-3-8 observe all health and safety rules and regulations and any other all security policies or requirements that apply at any of the Customer's premises’s premises from time to time and are notified to the Supplier or instructed by any of the Customer’s Representatives; andbe liable and bear the expenses for medical insurance, accommodation, food, lodging and local transportation of its employees engaged in the provision of the Services; hold all Customer Materials in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation; 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.
Appears in 1 contract
Samples: Supply of Services Agreement
Supply of Services. B1-1 5.1 The Supplier shall from the date set out in the Order order and until for the end date specified in duration of the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract. B1-2 .
5.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by (and time is of the Customer. B1-3 essence in relation to any of those performance dates).
5.3 In providing the Services, the Supplier shall: B1-3-1 :
(a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
(b) perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 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 ’s obligations are fulfilled in accordance with this the Contract; B1-3-4 ;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
(f) use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
(g) obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services; Invitation to Tender: Supply of PCV Vehicles to Rotala Plc | February 2022 15 (h) comply with all applicable laws laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and regulations; B1-3-8 with the Mandatory Policies;
(i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's ’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 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 acknowledges that the Customer may rely or act on the Services;
(l) [comply with any additional obligations as set out in the Service Specification;] and
Appears in 1 contract
Supply of Services. B1-1 6.1 The Supplier shall from the date set out in the Purchase Order and until for the end date specified in duration of the Order provide Contract supply the Services to the Customer Commission in accordance with the terms of the Contract. B1-2 .
6.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Purchase Order or notified to as the Commission otherwise notifies the Supplier by and time is of the Customer. B1-3 essence in relation to any of those performance dates.
6.3 In providing the Services, the Supplier shall: B1-3-1 represents and warrants that:
6.3.1 the Supplier will co-operate with the Customer Commission and comply with all of the Commission's instructions in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform ;
6.3.2 the Services shall be performed with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of Supplier's industry, profession or trade;
6.3.3 the Services; B1-3-3 Supplier shall 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 the Contract; B1-3-4 ensure that ;
6.3.4 the Services and Deliverables will conform with all descriptions descriptions, standards and specifications set out in the Orderspecifications, and that the Deliverables shall be fit for any purpose that the Commission expressly or impliedly made makes known to the Supplier;
6.3.5 the Supplier by the Customer; B1-3-5 provide will ensure that it has all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
6.3.6 the Supplier will use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the CustomerCommission, will be free from defects in workmanship, installation and design; B1-3-7 ;
6.3.7 the Supplier will obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
6.3.8 the Services will comply with all applicable laws and regulations; B1-3-8 , regulatory policies, guidelines or industry codes which may apply to the provision of the Services;
6.3.9 the Supplier shall observe all health and safety rules and regulations and any other security requirements that apply at any of the CustomerCommission's premises;
6.3.10 the Supplier will hold all materials, equipment and tools, drawings, specifications and data supplied by the Commission ("Commission Materials") in safe custody at its own risk, maintain the Commission Materials in good condition until returned to the Commission, and not dispose or use the Commission Materials other than in accordance with the Commission's written instructions or authorisation;
6.3.11 the Supplier will not do or omit to do anything which may cause the Commission to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Commission may rely or act on the Services; and
6.3.12 the Supplier will comply with any additional obligations set out in the Purchase Order.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Supply of Services. B1-1 6.1. The Supplier shall from the date set out in the Purchase Order and until for the end date specified in duration of the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract.
6.2. B1-2 The Supplier shall meet any performance dates for Performance of the Services (including shall be made within the delivery of Deliverables) specified time set out in the Purchase Order or notified to as otherwise agreed between the Customer and the Supplier. Time for performance shall be of the essence. If the Supplier by believes that it may not be able to complete an Purchase Order in accordance with its terms it shall immediately advise the Customer’s representative.
6.3. B1-3 In providing the Services, the Supplier shall: B1-3-1 :
6.3.1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
6.3.2. perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier's industry, profession or trade;
6.3.3. 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 the Contract; B1-3-4 ;
6.3.4. ensure that the Services and Deliverables will conform with all descriptions descriptions, standards and specifications set out in the Purchase Order, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 Supplier;
6.3.5. use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
6.3.6. obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 consents which may be required for the provision of the Services;
6.3.7. observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premisespremises and as notified by the Customer from time to time in writing;
6.3.8. hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) and the Customer Equipment in safe custody at its own risk, maintain the Customer Materials and the Customer Equipment in good condition until returned to the Customer in accordance with clause 17.1, and not dispose of or use the Customer Materials and the Customer Equipment other than in accordance with the Customer's written instructions or authorisation;
6.3.9. 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 acknowledges that the Customer may rely or act on the Services; and
6.3.10. comply with any additional obligations as set out in the Purchase Order.
6.4. All material and workmanship used in connection with the Services shall be guaranteed for a minimum of twelve months from completion of the Services.
Appears in 1 contract
Supply of Services. B1-1 5.1 The Supplier shall from the date set out in the Order and until for the end date specified in duration of the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract. B1-2 .
5.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by and time is of the Customer. B1-3 essence in relation to any of those performance dates.
5.3 In providing the Services, the Supplier shall: B1-3-1 :
(a) co-operate with the Customer in all matters relating to the Services, provide all information requested by the Customer in full and in good time and comply with all instructions of the Customer; B1-3-2 ;
(b) perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 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 ’s obligations are fulfilled in accordance with this Contract; B1-3-4 the Contract and ensure that all such personnel have the right to work in the jurisdiction(s) in which they are engaged;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
(f) use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
(g) obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
(h) comply with all applicable laws and laws, regulations; B1-3-8 , regulatory policies, guidelines or industry codes which may apply to the provision of the Services from time to time;
(i) observe all health and safety rules and regulations and any other security requirements that may apply from time to time at any of the Customer's premises’s premises or of any third party if delivery to there is made;
(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 of, 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 acknowledges that the Customer may rely or act on the Services;
(l) comply with any additional obligations as set out in the Service Specification;
(m) to the extent that it has been agreed between the parties that specific employees shall be engaged in the delivery of the Services such employees shall not be removed from providing the Services without the prior consent of the Customer (such consent not to be unreasonably withheld or delayed); and
(n) at the request of the Customer the Supplier shall remove any employee or employees from the provision of the Services and replace them with similarly skilled and experienced employees provided always that such request from the Customer is reasonable.
5.4 To the extent that the Services requires the Supplier to store any information of the Customer on its IT systems or use such IT systems to create any Deliverable and/or Goods the Supplier shall take all appropriate measures to protect such information (both in storage and in transit) against any loss, corruption, infection or unauthorised access and shall report to the Customer any such loss, corruption, infection or unauthorised access as soon as the Supplier becomes aware of the same. To the extent that the Supplier performs the Services which involves it accessing the IT systems of the Customer it shall comply with the provisions of the “IT and Information Safety in Vaillant Group” policy.
Appears in 1 contract
Samples: Contract
Supply of Services. B1-1 6.1. The Supplier shall from the date set out in the Purchase Order and until for the end date specified in duration of the Order provide Contract supply the Services to the Customer Purchaser in accordance with the terms of the Contract.
6.2. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Purchase Order or notified that the Purchaser notifies to the Supplier by and time is of the Customeressence in relation to any of those performance dates.
6.3. B1-3 In providing the Services, the Supplier shall: B1-3-1 :
6.3.1. co-operate with the Customer Purchaser in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 Purchaser;
6.3.2. perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier's industry, profession or trade;
6.3.3. 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 the Contract; B1-3-4 ;
6.3.4. ensure that the Services and Deliverables will conform with all descriptions descriptions, standards and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Purchaser expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
6.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
6.3.6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the CustomerPurchaser, will be free from defects in workmanship, installation and design; B1-3-7 ;
6.3.7. obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 consents which may be required for the provision of the Services;
6.3.8. observe all health and safety rules and regulations and any other security requirements that apply at any of the CustomerPurchaser’s premises;
6.3.9. hold all materials, equipment and tools, drawings, specifications and data supplied by the Purchaser to the Supplier (Purchaser Materials) in safe custody at its own risk, maintain the Purchaser Materials in good condition until returned to the Purchaser, and not dispose of or use the Purchaser Materials other than in accordance with the Purchaser's premiseswritten instructions or authorisation;
6.3.10. not do or omit to do anything which may cause the Purchaser to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Purchaser may rely or act on the Services; and
6.3.11. comply with any additional obligations as set out in the Service Specification.
Appears in 1 contract
Samples: Terms & Conditions of Purchase
Supply of Services. B1-1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to the Customer in accordance with the terms of the Contract4.1. B1-2 The Supplier Intec shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier Intec by the CustomerClient.
4.2. B1-3 In providing the Services, the Supplier Intec shall: B1-3-1 :
4.2.1. co-operate with the Customer Client in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 Client;
4.2.2. perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of the nature of the Services; B1-3-3 best practice in Intec's industry, profession or trade;
4.2.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the SupplierIntec's obligations are fulfilled in accordance with this Contract; B1-3-4 the Agreement;
4.2.4. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Orderspecifications, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier Intec by the Customer; B1-3-5 Client;
4.2.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
4.2.6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the CustomerClient, will be free from defects in workmanship, installation and design; B1-3-7 ;
4.2.7. obtain and at all times maintain all necessary licences and consents, and ;
4.2.8. comply with all applicable laws and regulations; B1-3-8 observe all health and safety rules laws, statutes, and regulations from time to time in force;
4.2.9. hold all materials, equipment and tools, drawings, specifications, data and Personal Data supplied by the Client to Intec (Client Materials) in safe custody at its own risk, maintain the Client Materials in good condition until returned to the Client, and not dispose or use the Client Materials other than in accordance with the Client's written instructions or authorisation;
4.2.10. not do or omit to do anything which may cause the Client to lose any other security requirements licence, authority, consent or permission on which it relies for the purposes of conducting its business, and Intec acknowledges that apply at the Client may rely or act on the Services;
4.2.11. comply with any of additional obligations as set out in the Customer's premises; andServices.
Appears in 1 contract
Samples: Services Procurement Agreement
Supply of Services. B1-1 The Supplier 3.1 In consideration of the Customer’s agreement to pay the Charges, the Consultant shall from the date set out in the Order and until the end date specified in the Order provide supply the Services to the Customer for the Term subject to and in accordance with the terms and conditions of the Contract. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 Agreement.
3.2 In providing supplying the Services, the Supplier Consultant shall: B1-3-1 :
3.2.1 co-operate with the Customer in all matters relating to the Services, Services and comply with all instructions of the Customer; B1-3-2 ’s instructions;
3.2.2 perform the Services with all reasonable care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of good industry practice in the nature of the Services; B1-3-3 Consultant’s industry, profession or trade;
3.2.3 use personnel Staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's Consultant’s obligations are fulfilled in accordance with this Contract; B1-3-4 the Agreement;
3.2.4 ensure that the Services and Deliverables will shall conform with all descriptions and specifications set out in the Order, and that Specification;
3.2.5 obtain all Necessary Consents required for the Deliverables shall be fit for any purpose expressly or impliedly made known to performance of the Supplier by the CustomerServices;
3.2.6 comply with all applicable laws; B1-3-5 and
3.2.7 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and .
3.3 The Consultant shall enter into written agreements with all goods and materials supplied and used relevant Grant Applicants. This shall be by way of a letter of appointment substantially in the Services form set out in Schedule 4 of this Agreement.
3.4 Where the Consultant is making recommendation for the Grant Applicants to enter into agreements with contractors, the Consultant shall procure that any goods or transferred services shall:
3.4.1 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and comply with any applicable statutory and regulatory requirements relating to the Customermanufacture, will labelling, packaging, storage, handling and delivery of the goods;
3.4.2 conform with the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Consultant) supplied by, or on behalf of, the Consultant;
3.4.3 be free from defects in workmanship, installation and designdesign defects; B1-3-7 obtain and at all times maintain all necessary licences and consentsand
3.4.4 be fit for any purpose held out by the Consultant or made known to the Consultant by the Customer expressly or by implication, and comply with all applicable laws in this respect the Customer relies on the Consultant’s skill and regulations; B1judgement. The Consultant acknowledges and agrees that the approval by the Customer of any designs provided by the Consultant shall not relieve the Consultant of any of its obligations under this sub-3-8 observe all health and safety rules and regulations and any other security requirements that apply clause.
3.5 The Customer may by written notice to the Consultant at any time request a variation to the scope of the Customer's premises; andServices. In the event that the Consultant agrees to any variation to the scope of the Services, the Charges shall be at the hourly rate set out in the Charges at schedule 2.
3.6 The Consultant may from time to time identify architectural work that it considers to be outside of the scope of the Services. In the event that the Customer agrees to any variation to the scope of the Services, the Charges shall be at the hourly rate set out in the Charges at schedule 2.
Appears in 1 contract
Samples: Consulting Agreement
Supply of Services. B1-1 5.1 The Supplier shall from the date set out in Commencement Date and for the Order and until duration of the end date specified in the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract. B1-2 .
5.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by and time is of the Customer. B1-3 essence in relation to any of those performance dates.
5.3 In providing the Services, the Supplier shall: B1-3-1 :
(a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
(b) perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 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 the Contract; B1-3-4 ;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
(f) use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
(g) obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
(h) comply with all applicable laws laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and regulations; B1-3-8 with the Mandatory Policies;
(i) observe all health and safety rules and regulations and any other security requirements that apply at any of 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 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 acknowledges that the Customer may rely or act on the Services;
(l) ensure that it has effective Business Continuity Arrangements in place throughout the period of the contract and that it is able to implement such Business Continuity Arrangements at all times as necessary; and
(m) comply with any additional obligations as set out in the Service Specification.
Appears in 1 contract
Samples: Supply Agreement
Supply of Services. B1-1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to the Customer in accordance with the terms of the Contract. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 In providing the Services, the Supplier shall: B1-3-1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform the Services with reasonable skill and care and in accordance with all generally recognised commercial standards and practices for services of the nature of the Services; B1-3-3 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; B1-3-4 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; B1-3-5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; andand B1-3-9 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. B1-4 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.
Appears in 1 contract
Supply of Services. B1-1 2.1 The Supplier shall from supply the date Services in accordance with these Applicable Terms and any express terms set out in the Order and until Service Contract.
2.2 The Supplier shall provide the end Services from the date specified in the Order provide Service Contract or, if no date is specified, from the Services to the Customer date such Service Contract comes into force in accordance with the terms paragraph 1 of the Contract. B1-2 these Applicable Terms.
2.3 The Supplier shall meet meet, and time is of the essence as to, any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to Service Contract, always provided that if no performance dates are so specified the Supplier by shall perform the Customer. B1-3 Services within a reasonable time.
2.4 In providing supplying the Services, the Supplier shall: B1-3-1 :
(a) 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;
(b) co-operate with the Customer Party in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform the Services with reasonable skill and care and in accordance with all generally recognised commercial standards and practices for services of the nature of the Services; B1-3-3 Customer Party;
(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 fulfilled;
(d) ensure 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 accordance with this the Service Contract; B1-3-4 ;
(e) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in Schedule 3 of the Orderframework agreement and the Service Contract, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 Customer Party;
(f) provide all equipment, tools and tools, vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ;
(g) ensure that the Deliverables, and all goods goods, materials, standards and materials supplied and techniques used in providing the Services or transferred to are of the Customer, will be best quality and are free from defects in workmanship, installation and design; B1-3-7 obtain and at all times maintain all necessary licences and consents, and ;
(h) comply with all applicable laws and regulations; B1-3-8 ;
(i) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the CustomerCustomer Party's premises;
(j) hold all Customer Materials in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer Party, and not dispose of or use the Customer Materials other than in accordance with the Customer Party's written instructions or authorisation;
(k) not do or omit to do anything which may cause the Customer Party 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 Party may rely or act on the Services; and
(l) not do or omit to do anything which may constitute, cause or contribute to any breach by the Customer Party of any licence or contract or obligation howsoever arising binding on the Customer or Customer Affiliate; and
(m) notify the Customer Party in writing immediately upon the occurrence of a change of control of the Supplier.
Appears in 1 contract
Samples: Framework Services Agreement
Supply of Services. B1-1 The 6.1 In consideration of the Customer’s agreement to pay the Charges, the Supplier shall from the date set out in the Order and until the end date specified in the Order provide supply the Services to the Customer for the Term subject to and in accordance with the terms and conditions of the Contract. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 Agreement.
6.2 In providing supplying the Services, the Supplier shall: B1-3-1 shall:
6.2.1 co-operate with the Customer in all matters relating to the Services, Services and comply with all instructions of the Customer; B1-3-2 ’s instructions;
6.2.2 perform the Services with all reasonable care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of good industry practice in the nature of the Services; B1-3-3 Supplier’s industry, profession or trade;
6.2.3 use personnel Staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's ’s obligations are fulfilled in accordance with this Contract; B1-3-4 the Agreement;
6.2.4 ensure that the Services and Deliverables will shall 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 CustomerSpecification;
6.2.5 comply with all applicable Laws; B1-3-5 and
6.2.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 use .
6.3 The Customer may by written notice to the best quality goods, materials, standards and techniques, and ensure Supplier at any time request a variation to the scope of the Services. In the event that the DeliverablesSupplier agrees to any variation to the scope of the Services, the Charges shall be subject to fair and reasonable adjustment to be agreed in writing between the Customer and the Supplier.
6.4 If necessary, the Customer shall provide the Supplier with reasonable access at reasonable times to its premises for the purpose of supplying the Services. All equipment, tools and vehicles brought onto the Customer’s premises by the Supplier or the Staff shall be at the Supplier’s risk.
6.5 If the Supplier supplies all goods and materials supplied and used in or any of the Services at or from the Customer’s premises, on completion of the Services or transferred termination or expiry of the Agreement (whichever is the earlier) the Supplier shall vacate the Customer’s premises, remove the Supplier’s plant, equipment and unused materials and all rubbish arising out of the provision of the Services and leave the Customer’s premises in a clean, safe and tidy condition. The Supplier shall be solely responsible for making good any damage to the Customer’s premises or any objects contained on the Customer’s premises which is caused by the Supplier or any Staff, will other than fair wear and tear.
6.6 If the Supplier supplies all or any of the Services at or from its premises or the premises of a third party, the Customer may, during normal business hours and on reasonable notice, inspect and examine the manner in which the relevant Services are supplied at or from the relevant premises.
6.7 The Customer shall be free from defects responsible for maintaining the security of its premises in workmanship, installation and design; B1-3-7 obtain and at all times maintain all necessary licences and consentsaccordance with its standard security requirements. While on the Customer’s premises the Supplier shall, and shall procure that all Staff shall, comply with all applicable laws and regulations; B1-3-8 observe the Customer’s security requirements.
6.8 Where all health and safety rules and regulations and any other security requirements that apply at or any of the Customer's Services are supplied from the Supplier’s premises, the Supplier shall, at its own cost, comply with all security requirements specified by the Customer in writing.
6.9 Without prejudice to clause 6.2.6, any equipment provided by the Customer for the purposes of the Agreement shall remain the property of the Customer and shall be used by the Supplier and the Staff only for the purpose of carrying out the Agreement. Such equipment shall be returned promptly to the Customer on expiry or termination of the Agreement.
6.10 The Supplier shall reimburse the Customer for any loss or damage to the equipment (other than deterioration resulting from normal and proper use) caused by the Supplier or any Staff. Equipment supplied by the Customer shall be deemed to be in a good condition when received by the Supplier or relevant Staff unless the Customer is notified otherwise in writing within 5 Working Days.
6.11 The Supplier shall:
6.11.1 Have a clear business continuity and disaster recovery plan in their service descriptions;
6.11.2 Ensure that its business continuity and disaster recovery services are part of the Services and will be performed by the Supplier when required; and
6.11.3 If requested by the Customer prior to entering into this Agreement, the Supplier must ensure that its business continuity and disaster recovery plan is consistent with the Customer’s own plans (as amended from time to time).
Appears in 1 contract
Samples: Contract for Goods and Services
Supply of Services. B1-1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to the Customer in accordance with the terms of the Contract. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 In providing the Services, the Supplier shall: B1-3-1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the ServicesSupplier's industry, profession or trade; B1-3-3 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; B1-3-4 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; B1-3-5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; andand B1-3-9 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. B1-4 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. B1-5 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.
B1-6-1 all applicable health and safety, security, environmental and other legislation which may be in force from time to time; and B1-6-2 any Customer policy, regulation, code of practice or instruction relating to health and safety, security, the environment or access to and use of any 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. B1-7 The Supplier warrants that the provision of Services shall not give rise to a transfer of any employees of the Supplier or any third party to UK SBS or the Customer pursuant to TUPE. B2 Customer remedies B2-1 If the Supplier fails to perform the Services by the applicable dates, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights: B2-1-1 to terminate the Contract with immediate effect by giving written notice to the Supplier; B2-1-2 to refuse to accept any subsequent performance of the Services (including delivery of Deliverables) which the Supplier attempts to make; B2-1-3 to recover from the Supplier any costs incurred by UK SBS or the Customer in obtaining substitute services from a third party; B2-1-4 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 B2-1-5 to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates. B2-2 These Conditions shall extend to any substituted or remedial services provided by the Supplier. B3 Customer's obligations B3-1 The Customer shall: B3-1-1 provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and B3-1-2 provide such information to the Supplier as the Supplier may reasonably request and the Customer considers reasonably necessary for the purpose of providing the Services. B4 Charges and payment B4-1 The Charges for the Services shall be 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. B4-2 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 on the hourly rate as agreed between Supplier and Customer. B4-2-1 Not Used; B4-2-2 Not Used; B4-2-3 Not Used; B4-2-4 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 B4-2-5 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 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 UK SBS's expenses policy from time to time in force. B4-4 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. B4-5 In consideration of the supply of the Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days of the 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. B4-6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (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 a 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. B4-7 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. B4-8 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. B4-9 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. B5 Customer property B5-1 The Supplier acknowledges that all information (including confidential information), equipment and tools, drawings, specifications, data, software and any other materials supplied by UK SBS 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 in accordance with the Customer's written instructions or authorisation. B6 Intellectual property rights B6-1 In respect of 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. B6-2 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 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.
Appears in 1 contract
Supply of Services. B1-1 5.1. The Supplier shall from the date set out in Commencement Date and for the Order and until duration of the end date specified in the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract.
5.2. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by and time is of the Customeressence in relation to any of those performance dates.
5.3. B1-3 In providing the Services, the Supplier shall: B1-3-1 :
5.3.1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
5.3.2. perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier’s industry, profession or trade;
5.3.3. 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; B1-3-4 sufficient
5.3.4. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
5.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
5.3.6. use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
5.3.7. obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
5.3.8. comply with all applicable laws laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and regulations; B1-3-8 with the Mandatory Policies;
5.3.9. comply with the Customer’s Site Guidelines and observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's ’s premises;
5.3.10. where the Services are being provided at the premises of customers of the Customer, comply with any Site Guidelines and observe all health and safety rules and regulations and any other security requirements that apply at such premises;
5.3.11. 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 use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
5.3.12. 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 acknowledges that the Customer may rely or act on the Services; and
5.3.13. comply with any additional obligations as set out in the Service Specification.
Appears in 1 contract
Samples: Terms and Conditions for the Purchase of Goods and Services
Supply of Services. B1-1 5.1. The Supplier shall from the date set out in Commencement Date and for the Order and until duration of the end date specified in the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract.
5.2. B1-2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by and time is of the Customeressence in relation to any of those performance dates.
5.3. B1-3 In providing the Services, the Supplier shall: B1-3-1 :
5.3.1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
5.3.2. perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier’s industry, profession or trade;
5.3.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's ’s obligations are fulfilled in accordance with this the Contract; B1-3-4 ;
5.3.4. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
5.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
5.3.6. use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
5.3.7. obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
5.3.8. comply with all applicable laws laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and regulations; B1-3-8 with the Mandatory Policies;
5.3.9. observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's ’s premises;
5.3.10. 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 use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
5.3.11. 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 acknowledges that the Customer may rely or act on the Services; and
5.3.12. comply with any additional obligations as set out in the Service Specification.
Appears in 1 contract
Samples: Contract
Supply of Services. B1-1 2.1 The Supplier shall from the date set out in the Order and until for the end date specified in the Order duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract. B1-2 .
2.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 In providing the Services, the Supplier shall: B1-3-1 :
2.2.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
2.2.2 perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services best practice in the industry of the nature of the Services; B1-3-3 Supplier, 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 of the Supplier are fulfilled in accordance with this Contract; B1-3-4 ;
2.2.4 ensure that the Services and Deliverables all documents, products and materials produced by the Supplier or its agents, contractors and employees in relation to the Services (“Deliverables”) will conform with all descriptions and specifications set out in the OrderSpecification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 ;
2.2.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
2.2.6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
2.2.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 ;
2.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any premises of the Customer's premises;
2.2.9 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 use the Customer Materials other than in accordance with the written instructions or authorisation provided by the Customer; and
2.2.10 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 activities, and the Supplier acknowledges that the Customer may rely or act on the Services.
2.3 The Supplier shall deliver the Deliverables to the Customer free and clear of any encumbrance or any other third party rights or lien.
Appears in 1 contract
Samples: Services Agreements
Supply of Services. B1-1 5.1 The Supplier shall from the date set out in the Order and until the end date specified in the Order provide the Services to the Customer College in accordance with the terms of the Contract. B1-2 Agreement.
5.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order Agreement Particulars or otherwise notified to the Supplier by the CustomerCollege. B1-3 Time of performance of the Services is of the essence of the Agreement.
5.3 In providing the Services, the Supplier shall: B1-3-1 :
5.3.1 co-operate with the Customer College in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 perform College;
5.3.2 use the Services with reasonable best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of the nature of best practice in the Services; B1-3-3 Supplier’s industry, profession or trade;
5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number number, to ensure that the Supplier's ’s obligations are fulfilled in accordance with this Contract; B1-3-4 the Agreement;
5.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out or otherwise referred to in the OrderAgreement Particulars or otherwise agreed between the parties, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 College;
5.3.5 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the CustomerCollege, will be free from defects in workmanship, installation and design; B1-3-7 ;
5.3.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 ;
5.3.8 observe and comply with all health health, safety and safety safeguarding rules and regulations and any other security requirements that apply at any of the Customer's premisesCollege’s premises (as may be amended from time to time by the College), and the Supplier shall notify the College as soon as practicable of any health and safety hazards or safeguarding risks at the College’s premises of which the Supplier becomes aware; and
5.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the College to the Supplier in safe custody at the Supplier’s own risk, maintain them in good condition until returned to the College, and not dispose of or use them other than in accordance with the College’s written instructions or authorisation.
Appears in 1 contract
Samples: Purchase Agreement
Supply of Services. B1-1 3.1 The Supplier shall shall, from the date set out Commencement Date and for the duration of the Contract, unless terminated earlier by either party in the Order and until the end date specified in the Order accordance with these Conditions, provide the Services to the Customer in accordance with the terms of the Contract. B1-2 .
3.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 Customer and time is of the essence in relation to any of those performance dates.
3.3 In providing the Services, the Supplier shall: B1-3-1 :
(a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
(b) perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 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 ’s obligations are fulfilled in accordance with this the Contract; B1-3-4 ;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderSpecification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 ;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
(f) use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
(g) obtain and at all times maintain all necessary licences and consents, and consents as may be required to properly provide the Services;
(h) comply with all applicable laws Applicable Laws in the provision of the Services, and regulations; B1-3-8 the Mandatory Policies;
(i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
(j) hold all Customer Materials in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer's premiseswritten instructions or authorisation; and
(k) 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.
Appears in 1 contract
Samples: Terms and Conditions
Supply of Services. B1-1 3.1 The Supplier shall from the date set out in Commencement Date and for the Order and until duration of the end date specified in the Order provide Contract supply the Services to the Customer in accordance with the terms of the Contract. B1-2 these Conditions.
3.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified that the Customer notifies to the Supplier by and time is of the Customer. B1-3 essence in relation to any of those performance dates.
3.3 In providing the Services, the Supplier shall: B1-3-1 :
3.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
3.3.2 perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier's industry, profession or trade;
3.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number numbers to ensure that the Supplier's obligations are fulfilled in accordance with this Contract; B1-3-4 the Order and these Conditions;
3.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderService Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly made makes known to the Supplier by the Customer; B1-3-5 Supplier;
3.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
3.3.6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
3.3.7 obtain and at all times maintain all necessary licences and consents, and consents which may be required for the provision of the Services;
3.3.8 comply with all applicable laws laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and regulations; B1-3-8 with the Mandatory Policies;
3.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and;
3.3.10 ensure that the Services are provided in accordance with any quality control or other particular requirements set out in the Order or otherwise agreed in writing between the parties and (where relevant) shall observe the acceptance procedures set out in the Order or otherwise agreed in writing between the parties;
3.3.11 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 use the Customer Materials other than in accordance with the Customer's written instructions or authorisation;
3.3.12 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 acknowledges that the Customer may rely or act on the Services;
Appears in 1 contract
Samples: Standard Terms and Conditions
Supply of Services. B1-1 3.1 The Supplier shall from [the Commencement Date OR the date set out in the Order Order] and until for the end date specified in the Order duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract. B1-2 .
3.2 The Supplier shall meet any performance dates for the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 .
3.3 In providing the Services, the Supplier shall: B1-3-1 :
3.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer; B1-3-2 ;
3.3.2 perform the Services with reasonable the best care, skill and care and diligence in accordance with all generally recognised commercial standards and practices for services of best practice in the nature of the Services; B1-3-3 Supplier's industry, profession or trade;
3.3.3 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; B1-3-4 ;
3.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the OrderSpecification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer; B1-3-5 ;
3.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services; B1-3-6 ;
3.3.6 use the best quality goods, materials, standards and techniques, and ensure that 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; B1-3-7 ;
3.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; B1-3-8 ;
3.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises; and;
3.3.9 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 use the Customer Materials other than in accordance with the Customer's written instructions or authorisation;
3.3.10 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.
3.3.11 if the Supplier is certified to ISO27001, ISO14001, ISO9001 and/or PCI-DSS the Supplier shall immediately notify Customer if their certification is withdrawn, suspended or lapsed.
Appears in 1 contract
Samples: Service Agreement
Supply of Services. B1-1 The Supplier 7.1 Crimson shall from the date set out in the Order and until the end date specified in the Order provide supply the Services to the Customer in accordance with the terms of the Contract. B1-2 The Supplier Agreement and the relevant Statement of Work, including the applicable Service Specific Terms.
7.2 Crimson shall use reasonable endeavours to meet any performance dates for specified in each Statement of Work, always provided that if no performance dates are so specified Crimson shall perform the Services (including the delivery of Deliverables) specified in the Order or notified to the Supplier by the Customer. B1-3 within a reasonable time.
7.3 In providing supplying the Services, Crimson shall:
7.3.1 perform the Supplier shall: B1-3-1 Services with the level of care, skill and diligence in accordance with good practice in Crimson's industry, profession or trade;
7.3.2 co-operate with the Customer Party in all matters relating to the Services, and comply with all reasonable instructions of the Customer; B1-3-2 perform the Services with reasonable skill and care and in accordance with all generally recognised commercial standards and practices for services of the nature of the Services; B1-3-3 Customer Party;
7.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that it fulfils its obligations under the Supplier's Statement of Work;
7.3.4 ensure 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 are fulfilled in accordance with this Contract; B1-3-4 the Statement of Work;
7.3.5 ensure that the Services and Deliverables will conform in all material respects with all descriptions and specifications set out in the Order, Statement of Work and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier Crimson by the Customer; B1-3-5 Customer Party;
7.3.6 carry out any appropriate testing and quality assurance in respect of any Deliverable prior to its delivery to the Customer Party;
7.3.7 provide all equipment, tools and tools, vehicles and such other items as are required to provide the Services; B1-3-6 use the best quality goods, materials, standards and techniques, and ;
7.3.8 ensure that the Deliverables, and all goods goods, materials, standards and materials supplied and techniques used in providing the Services or transferred to the Customer, will be are free from defects in workmanship, installation and design; B1-3-7 obtain and at all times maintain all necessary licences and consents, and ;
7.3.9 comply with all applicable laws laws, statutes and regulations; B1-3-8 and
7.3.10 observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the CustomerCustomer Party's premises.
7.4 Crimson will ensure that copies of all software programs and related documentation either comprising or included within any Deliverable are deposited and kept in safe storage at a suitable location until delivery to and acceptance by the Customer Party. Such copies shall be updated as often as may be necessary to ensure their accuracy and currency.
7.5 Each party shall use reasonable endeavours (including, by way of example, the use of appropriate security procedures and reputable and up-to-date security software) to prevent contamination by viruses, worms, trojan horses, and other malicious software programs of data or computer systems owned or operated by the other party, or their exposure to denial of service attacks, via systems used or accessed in the performance of the Agreement or a Statement of Work.
7.6 Unless expressly agreed to the contrary in a Statement of Work:
7.6.1 Customer Party shall be responsible for obtaining any relevant licences in respect of Third Party Software;
7.6.2 any such licence shall be between the licensor of the Third Party Software and the Customer Party; and
7.6.3 the Customer Party shall execute the form of licence required by that licensor in respect of the Third Party Software.
7.7 If Crimson fails to provide the Services in accordance with clause 7.3, the Customer Party’s sole and exclusive remedy shall be the re-performance of the Services in question by Crimson (at no cost to the Customer Party) within a reasonable time after written notice from the Customer Party specifying the nature of such failure.
7.8 Crimson will not be liable for any delay, cost increase or other consequences to the extent that the same arises from any failure by the Customer Party to perform any of its obligations under the Agreement or a Statement of Work or should any agreed assumption prove to be inaccurate. Crimson will be given a reasonable extension of time to meet Crimson’s obligations under any affected Statement of Work to take account of the impact caused by such delay and the Customer Party shall reimburse Crimson for any costs actually and reasonably incurred as a result of the delay. Any extension of time granted under this clause 7.8 shall not operate (unless otherwise stipulated in the relevant Statement of Work) so as to require Crimson to deliver services beyond any limit on the number of days effort specified in a Statement of Work where the Charges are calculated on a time and materials basis and subject to a time limit.
7.9 If Crimson's performance of its obligations under a Statement of Work is prevented or delayed by any act or omission of the Customer, a Customer Affiliate, their agents, subcontractors, consultants or employees, Crimson shall not be liable for any costs, charges or losses sustained or incurred by the Customer Party that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Samples: Master Services Agreement
