TRANSFER AND SUB-CONTRACTING. 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval.
31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which:
31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and
31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval.
31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times.
31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that:
31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority;
31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or
31.4.3 the Sub-Contractor employs unfit persons;
31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services.
31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing.
31.7 The A...
TRANSFER AND SUB-CONTRACTING. 8.1.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract.
8.1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own.
8.1.3 Where the Authority has consented to the placing of sub-contracts as set out in the Order, copies of each sub-contract shall, at the request of the Authority, be sent by the Supplier to the Authority as soon as is reasonably practicable.
8.1.4 Subject to Clause 8.1.6, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:-
(a) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or
(b) any private sector body which substantially performs the functions of the Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Contract.
8.1.5 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to Clause 8.1.6, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Authority.
8.1.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 8.1.4 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as “the Transferee”):-
(a) the rights of termination of the Authority in Clauses 10.1 (Termination on change of control and insolvency) and 10.2 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee;
(b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier.
8.1.7 The Authority may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier’s ...
TRANSFER AND SUB-CONTRACTING. Except where F1.4 and 5 applies, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract.
TRANSFER AND SUB-CONTRACTING.
31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the prior written consent of the Authority.
31.2 Notwithstanding the provisions of Clause 31.1, the Supplier shall be entitled to sub-contract its obligations to supply the Goods and Services to those Sub- Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which:
31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty
TRANSFER AND SUB-CONTRACTING. This Contract is personal to the CONTRACTOR. Subject to the provisions of Clause 30.2, the CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER. Notwithstanding the provisions of Clause 30.1, the CONTRACTOR shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-8, however this shall not affect the CONTRACTOR’s obligations to the CUSTOMER and any liabilities under this Contract. In selecting, appointing and managing Sub-Contractors, the CONTRACTOR shall comply with the procedures specified in Schedule 2-8. In the event that the CONTRACTOR, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the CONTRACTOR shall ensure that a term is included in the Sub-Contract which requires the CONTRACTOR to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) Days, from the date of receipt of a valid invoice as defined by the terms of the Sub-Contract. In the event that the CONTRACTOR wishes to add any new sub-contractor or remove any Sub-Contractor, the CONTRACTOR shall notify the CUSTOMER’s CITHS Contract Manager in writing, which for the purposes of this notification may be via email, of such proposed additions to or removals. In the case of additions to the list of Sub-Contractors, such notification will contain confirmation that the selection and appointment of the Sub-Contractor is in accordance with the provisions of paragraph 3 of Schedule 2-8. In the case of removals to the list of Sub-contractors, such notification will contain information on how the CONTRACTOR proposes to ensure continuity in the provision of the Ordered IT Products. The CONTRACTOR may not use any new sub-contractor or remove any Sub-Contractor until the CUSTOMER has confirmed in writing its agreement to such addition or removal. The Contract Change Procedure shall not apply to the addition of any new sub-contractors or removal of any Sub-Contractors unless stated otherwise by the CUSTOMER. The CUSTOMER reserves the right to veto or withdraw the approval of the use of any Sub-Contractor or partner in the provision of the Ordered IT Products. Such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the CUSTOMER exercises its right pursuant to Clause 30.6 the CONTRACTOR shall use all reasonable end...
TRANSFER AND SUB-CONTRACTING. Neither Party may assign, novate, sub-contract, transfer, or otherwise dispose of the whole or any part of this Agreement or any rights or obligations under it without the other Party’s previous written consent, provided that the Parties shall be permitted to transfer this Agreement to a successor to its business, without first obtaining the other’s prior written consent.
TRANSFER AND SUB-CONTRACTING. 18.1 The Supplier shall not transfer, charge, assign, sub-contract or in any other way dispose of the Contract or any part of it without Approval.
18.2 If the Supplier enters into any Sub-contract in connection with the Contract it shall:
(a) remain responsible to the Authority for the performance of its obligations under the Contract;
(b) be responsible for the acts and/or omissions of its Sub-contractors as though they are its own;
(c) impose obligations on its Sub-contractors in the same terms as those imposed on it pursuant to the Contract and shall procure that the Sub-Supplier complies with such terms;
(d) pay its Sub-contractors’ undisputed invoices within 30 days of receipt.
18.3 The Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to:
(a) any Contracting Authority or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or
(b) any private sector body which performs substantially any of the functions of the Authority.
18.4 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not affect the validity of the Contract. In such circumstances the Contract shall bind and inure to the benefit of any successor body to the Authority.
TRANSFER AND SUB-CONTRACTING. 28.1 The Framework Agreement is personal to the Provider and the Provider shall not assign, novate or otherwise dispose of the Framework Agreement or any part thereof without the previous consent in writing of the Authority. The Provider shall not be entitled to sub-contract any of its rights or obligations under this Framework Agreement.
28.2 The Authority shall be entitled to:-
28.2.1 assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to any Other Contracting Body; or
28.2.2 novate the Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority; provided that where such assignment, novation or other disposal increases the burden of the Provider’s obligations pursuant to this Framework Agreement, the Provider shall be entitled to such reasonable charges as may be agreed between the Authority and the Provider to compensate for such additional burdens.
TRANSFER AND SUB-CONTRACTING. 36.1 The Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it (whether by trust device or otherwise) without prior Approval.
36.2 Notwithstanding Condition 36.1, the Contractor may assign to a third party (“the Assignee”) the right to receive payment of the Contract Price or any part thereof due to the Contractor under the Contract. Any assignment under this Condition 36.2 shall be subject to:
a) deduction of any sums in respect of which the Authority exercises its right of recovery under Condition 23 (Recovery of Sums Due); and
b) all related rights of the Authority under the Contract in relation to the recovery of sums due but unpaid.
36.3 On giving notice to the Contractor of not less than 30 days, the Authority shall be entitled to assign any or all of its rights under the Contract to any Contracting Authority, provided that such assignment shall not materially increase the burden of the Contractor's obligations under the Contract.
36.4 The Contractor shall procure that its sub-contractors comply at all times with obligations no less onerous than those of the Contractor under this Contract and shall demonstrate such compliance to the Authority on the Authority’s reasonable request.
36.5 The Contractor shall be responsible for the acts and omissions of his sub-contractors as though they were his own.
36.6 The Contractor shall not use the services of self-employed individuals without prior Approval.
TRANSFER AND SUB-CONTRACTING. The Supplier shall not assign, novate, sub-contract or in any other way dispose of this Call-Off Agreement or any part of it without the Customer’s prior written approval which shall not be unreasonably withheld or delayed. Sub-Contracting any part of this Call-Off Agreement shall not relieve the Supplier of any obligation or duty attributable to the Supplier under this Call-Off Agreement. The Supplier shall be responsible for the acts and omissions of its Sub-Contractors as though they are its own. The Customer may assign, novate or otherwise dispose of its rights and obligations under the Call-Off Agreement or any part thereof to: any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Call-Off Agreement.
