The Supplier will. 5.1.1 deliver the Goods to BT to the delivery address specified in the Contract during normal business hours and will provide all equipment and labour for their conveyance and unloading at the Delivery Address; and
5.1.2 make the Software and/or Licensed Materials available for download by BT or as otherwise agreed by BT on the delivery date specified in the Contract (and should BT subsequently require access to re-download the Licensed Software and/or Licensed Materials, make such access available).
The Supplier will. ● provide CCS and the Buyer with any information they may reasonably request to ensure the Supplier is complying with all of its obligations under the Data Protection Legislation which arise in connection with the Framework Agreement or under a Call-Off Contract ● ensure that it doesn’t knowingly or negligently do or omit to do anything which places CCS or Buyers in breach of their Data Protection Legislation obligations ● not transfer Personal Data outside of the European Economic Area unless the prior written consent of CCS has been obtained, and
(i) CCS or the Supplier has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by CCS;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist CCS in meeting its obligations); and
(iv) the Supplier complies with any reasonable instructions notified to it in advance by CCS with respect to the processing of the Personal Data. ● obtain the prior written consent of CCS before allowing any Sub-processor to process any Personal Data related to this Framework Agreement and shall remain fully liable for the acts and omissions of any Sub-processor ● maintain complete and accurate records and information to demonstrate its compliance with clauses 9.32.1 to 9.32.9.
The Supplier will. 15.2.1 impose upon the third parties, the obligation to conduct proper and appropriate checks on any agency or person used by the third parties to provide labour, employees, contractors or other persons to undertake tasks (in each case whether on a permanent or temporary basis) in the performance of the Contract designed to ensure that any such agency or person does not engage in any modern slavery practice;
15.2.2 to the extent that it forms part of the Software, provide the Customer with such reasonable assistance and information as it may require from time to time to assist it to:
15.2.3 perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery Laws;
15.2.4 where legally required, prepare a slavery and human trafficking statement;
15.2.5 comply with any requirement to report on respect for human rights or to enable a Service Recipient to demonstrate compliance with any human rights code or policy to which it adheres or which applies to it;
15.2.5.1 identify any non-compliance with the supplier charter; and
15.2.5.2 conduct due diligence and to measure the effectiveness of the steps that the Customer is taking or wishes to take to ensure that modern slavery practices are not taking place in its business or supply chains;to the extent it does not form part of the Software the Supplier may make a fair and reasonable charge for such assistance.
The Supplier will. 16.2.1. impose upon the third parties, the obligation to conduct proper and appropriate checks on any agency or person used by the third parties to provide labour, employees, contractors or other persons to undertake tasks (in each case whether on a permanent or temporary basis) in the provision of supplying the Hardware designed to ensure that any such agency or person does not engage in any Modern Slavery Practice;
16.2.2. to the extent that it forms part of the Maintenance services, provide the Customer with such reasonable assistance and information as it may require from time to time to assist it to:
16.2.2.1. perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery Laws;
16.2.2.2. prepare a slavery and human trafficking statement as required by section 54 Modern Slavery Act 2015 and to include the matters referred to in section 54(5) Modern Slavery Act 2015;
16.2.2.3. comply with any requirement to report on respect for human rights or to enable a Service Recipient to demonstrate compliance with any human rights code or policy to which it adheres or which applies to it;
16.2.2.4. identify any non-compliance with the Customer’s code of conduct; and
16.2.2.5. conduct due diligence and to measure the effectiveness of the steps that the Customer is taking or wishes to take to ensure that Modern Slavery Practices are not taking place in its business or supply chains; to the extent it does not form part of the Maintenance services the Supplier may make a fair and reasonable charge for such assistance.
The Supplier will. (a) ensure that the personnel providing the Services complete records of their time spent providing those Services;
(b) collect and collate evidence of all Expenses;
(c) retain such records and evidence during the Term and for a period of 6 months following the end of the Term; and
(d) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so.
The Supplier will. 5.1.1 deliver the Goods to EE to the delivery address specified in the Contract during normal business hours and will provide all equipment and labour for their conveyance and unloading at the Delivery Address; and
5.1.2 make the Software and/or Licensed Materials available for download by EE or as otherwise agreed by EE on the delivery date specified in the Contract (and should EE subsequently require access to re- download the Licensed Software and/or Licensed Materials, make such access available).
The Supplier will. (a) Process Personal Data only based on the Customerʼs written instructions or as required by law.
(b) Ensure confidentiality obligations are upheld by all personnel accessing Personal Data.
The Supplier will. (a) comply with, and ensure Supplier personnel comply with all Novartis policies applicable to the Services specified in the Services Description or as notified by Novartis from time to time;
(b) perform its obligations in a professional and timely manner using suitably qualified personnel;
(c) perform its obligations with high ethical and moral business and personal integrity standards;
(d) ensure it has all necessary rights, consents and approvals to perform its obligations under the Agreement, including any governmental, industry or employer approvals;
(e) at its own expense provide and control the necessary materials and facilities for the proper and efficient provision of the Services; and
(f) provide the Services in a manner that does not cause Novartis to breach any applicable laws and regulations (including anti-bribery or privacy laws).
The Supplier will. (a) keep the Customer’s personal details, including credit card details for only as long as is deemed necessary by the Supplier;
(b) not disclose the Customer’s credit card details to any third party;
(c) not unnecessarily disclose any of the Customer’s personal information, except is accordance with the Privacy Policy (clause 20) or where required by law.
The Supplier will. 10.5.1 Process the Agreement Personal Data only on documented instructions (including this Agreement) from the University (unless the Supplier or the relevant Sub-Processor is required to Process Agreement Personal Data to comply with United Kingdom, European Union (as it is made up from time to time) or European Union member state Applicable Laws, in which case the Supplier will notify the University of such legal requirement prior to such Processing unless such Applicable Laws prohibit notice to the University on public interest grounds);
10.5.2 immediately inform the University in writing if, in its reasonable opinion, any instruction received from the University infringes any Data Protection Laws;
10.5.3 without prejudice to clause 10.5.1, ensure that Agreement Personal Data will only be used for the purpose and to the extent described in Schedule 12;
10.5.4 without prejudice to clause 10.5.3, not without the prior written consent of the University:
10.5.4.1 convert any Agreement Personal Data into anonymised, pseudonymised, depersonalised, aggregated or statistical data;
10.5.4.2 use any Agreement Personal Data for “big data” analysis or purposes; or
10.5.4.3 match or compare any Agreement Personal Data with or against any other Personal Data (whether the Supplier’s or any third party’s);
10.5.5 ensure that any individual or other person authorised to Process Agreement Personal Data (including all Supplier Personnel) accesses such Agreement Personal Data strictly on a need to know basis as necessary to perform their role in the performance of this Agreement, and:
10.5.5.1 has committed themselves to confidentiality or is under an appropriate statutory obligation of confidentiality;
10.5.5.2 complies with the requirements of this clause 10; and
10.5.5.3 is appropriately reliable, qualified and trained in relation to their Processing of Agreement Personal Data;
10.5.6 keep all Agreement Personal Data confidential in accordance with the provisions of clause 27, provided that in the event and to the extent only of any conflict between this clause 10 and clause 27, this clause 10 will prevail; and
10.5.7 at the option of the University, securely delete or return to the University [or transfer to any Replacement Supplier (in the format required by the University acting reasonably) all Agreement Personal Data promptly after the end of the provision of Services relating to Processing or at any time upon request, and securely delete any remaining copies and ...
