The Supplier shall. (a) Process the Personal Data only in accordance with instructions from the Authority to perform its obligations under this Framework Agreement;
(b) ensure that at all times it has in place appropriate technical and organisational measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction, or damage to the Personal Data;
(c) not disclose or transfer the Personal Data to any third party or Supplier Personnel unless necessary for the provision of the Goods and/or Services and, for any disclosure or transfer of Personal Data to any third party, obtain the prior written consent of the Authority (save where such disclosure or transfer is specifically authorised under this Framework Agreement);
(d) take reasonable steps to ensure the reliability and integrity of any Supplier Personnel who have access to the Personal Data and ensure that the Supplier Personnel:
(i) are aware of and comply with the Supplier’s duties under this Clause 24.5.2 and Clause 24.2 (Confidentiality);
(ii) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Authority or as otherwise permitted by this Framework Agreement; and
(iii) have undergone adequate training in the use, care, protection and handling of personal data (as defined in the DPA);
(e) notify the Authority within five (5) Working Days if it receives:
(i) from a Data Subject (or third party on their behalf) a Data Subject Access Request (or purported Data Subject Access Request), a request to rectify, block or erase any Personal Data or any other request, complaint or communication relating to the Authority's obligations under the DPA;
(ii) any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data; or
(iii) a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law;
(f) provide the Authority with full cooperation and assistance (within the timescales reasonably required by the Authority) in relation to any complaint, communication or request made (as referred to at Clause 24.5.2(e), including by promptly providing:
(i) the Authority with full details and copies of the complaint, communication or request;
(ii) where applicable, such assistance as is reasonably requested by the Authority to en...
The Supplier shall. 9.3.1 in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010;
9.3.2 immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 9 (Prevention of Bribery and Corruption);
9.3.3 respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach;
The Supplier shall. 10.6.1 not permit, except where necessary by a Third-Party Supplier for the provision of Services, any Processing of Personal Data by any agent, sub-contractor or other third party (except its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Personal Data) except as stated in the Privacy Policy;
10.6.2 in the event the Customer consents to the use of a Sub- Processor pursuant to sub-clause 10.6.1above, prior to the relevant Sub-Processor carrying out any Processing activities in respect of the Personal Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 10 that is enforceable by the Supplier and ensure that each Sub-Processor complies with all such obligations; and
10.6.3 remain liable to the Customer under this Agreement for all the acts or omissions of each Sub-Processor as if they were its own;
10.6.4 ensure that all persons authorised by the Supplier or any Sub-Processor to process Personal Data are subject to a binding written contractual obligation to keep the Personal Data confidential.
The Supplier shall. 16.3.1 perform its obligations under the Agreement in accordance with all applicable equality Law and the Customer’s equality and diversity policy as provided to the Supplier from time to time; and
16.3.2 take all reasonable steps to secure the observance of clause 16.3.1
The Supplier shall. 2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (0) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement;
2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);
2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);
2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;
2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re- enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;
2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;
2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity (and, in particular, the Supplier shall not use the British Council’s logo or other branding without having previously obtained such prior written consent);
2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods ar...
The Supplier shall. (a) notify the Authority promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of 2 weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role);
(b) ensure that any Key Role is not vacant for any longer than 10 Working Days;
(c) give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least 60 Working Days’ notice;
(d) ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the performance of the Services; and
(e) ensure that any replacement for a Key Role:
(i) has a level of qualifications and experience appropriate to the relevant Key Role; and
(ii) is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced.
The Supplier shall. (a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010 and will enforce them where appropriate; and
(d) promptly report to Darchem any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract.
The Supplier shall. (a) notify the Authority promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of 2 weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role);
(b) ensure that any Key Role is not vacant for any longer than 10 Working Days;
The Supplier shall. (a) only supply Products from a location approved by the Buyer; (b) at its expense, ensure full traceability of Products, ingredients and components; (c) keep and provide to Buyer on request a reasonable number of samples of the Products, ingredients and components. This clause shall survive expiry or termination.
The Supplier shall. 6.2.1 provide a list of the names of all Supplier Personnel requiring admission to DFID Sites, specifying the capacity in which they require admission and giving such other particulars as DFID may reasonably require;
6.2.2 ensure that all Supplier Personnel:
(a) are appropriately qualified, trained and experienced to provide the Services with all reasonable skill, care and diligence;
(b) are vetted in accordance with Good Industry Practice and in compliance with the Staff Vetting Procedure; (xxxxx://xxx.xxx.xx/government/uploads/system/uploads/attachment_data/file/301861/Security_Policy_for_Co ntractors_Consultants_Suppliers.pdf)
(c) shall be subject to pre‐employment checks that include, as a minimum, employment history for the last three years, identity checks, unspent criminal convictions and right to work (including nationality and immigration status);
(d) obey all lawful instructions and reasonable directions of DFID (including, if so required by DFID, the ICT Policy) and provide the Services to the reasonable satisfaction of DFID; and
(e) comply with:
(i) all reasonable requirements of DFID concerning conduct at DFID Sites, including any security requirements; and
(ii) any DFID policies, provided to the Supplier or Supplier Personnel from time to time
6.2.3 subject to Schedule 2 (Staff Transfer), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or Contractors of DFID;
6.2.4 be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier;
6.2.5 use all reasonable endeavours to minimise the number of changes in Supplier Personnel;
6.2.6 subject to Clause 6.1, replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever;
6.2.7 bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and
6.2.8 procure that the Supplier Personnel shall vacate DFID Sites immediately upon the Expiry Date.
