TUPE. 24.1 The Contracting Body shall, based upon a reasonable assessment of the facts, which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause will apply to the Contract. 24.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Date as if originally made between the Supplier and each such Transferring Customer Employee. 24.3 The Customer will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made. 24.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation. 24.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of: 24.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Date; 24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and 24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE. 24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then: 24.6.1 the Supplier shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and 24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter. 24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment. 24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed: 24.8.1 no such offer of employment has been made; or 24.8.2 such offer has been made but not accepted; or 24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person. 24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.7. 24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee. 24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employee. 24.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (or, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with: 24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE; 24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee; 24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
TUPE. 24.1 21.1 The Contracting Body shall, based upon a reasonable assessment Parties acknowledge that it is intended by the Parties that the Transfer of the facts, which TUPE wording Undertakings (Protection of Employment Regulations) 2006 as set out amended from time to time (“TUPE”) will not apply in Parts A, B and C (Parts A and B may both apply) of this Clause will apply relation to the Contract.
24.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will applyAgreement. The Customer hereby warrants, undertakes and represents to Capita that the information provided to Capita regarding the non-applicability of TUPE is complete and accurate and the Supplier further agree thatCustomer hereby agrees to indemnify Capita against any loss, as a result liability, cost, damage, expense or fee suffered or incurred by reason of any breach of this warranty, undertaking and representation by the Customer.
21.2 The Customer undertakes to Capita that it will indemnify and fully reimburse on demand Capita against all awards, losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) which Capita may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any action, claim or other legal recourse of any kind by any present or former employee of the operation of TUPE, the contracts of employment between the Customer and the Transferring Customer Employees (except or any trade union or staff association in relation to such present or former employees arising from any act or omission or continuing act or omission of the Customer (including without limitation the termination of any such employee’s employment) on, prior to or following the Commencement Date.
21.3 If any contract terms relating to occupational pension schemes) will have of employment or any collective agreement has effect from after the Relevant Transfer Commencement Date as if originally made between Capita and any present or former employee of the Supplier Customer or as if originally made between Capita and each any trade union by virtue of TUPE, Capita shall within ninety (90) days of becoming aware of any such Transferring contract of employment or collective agreement be entitled to terminate such contract or agreement forthwith and the Customer Employee.
24.3 The Customer will perform shall indemnify and discharge all its obligations reimburse Capita in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date losses, damages, costs, demands, liabilities, interest and expenses (including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments reasonable legal fees) arising out of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Date;
24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s such contract or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 the Supplier shall, within five collective agreement (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities whether arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event Commencement Date) or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employeetermination thereof.
24.12 21.4 The Supplier Customer shall indemnify the Customer Capita and keep it indemnified against all Employee Liabilities in connection with or any claim against Capita arising from any claim made by failure on the part of the Customer to comply with any of its obligations pursuant to Regulation 13 of TUPE including all costs, awards and expenses in connection therewith.
21.5 Capita shall within thirty (30) days of receiving a written request from the Customer to that effect, provide the Customer with the terms and conditions of employment of each and every employee involved wholly or substantially in the provision of the Services including in respect of which employee name, job title, age, length of service, details of all remuneration payable, details of hours of work and all terms and conditions of employment.
21.6 If any Transferring contract of employment or any collective agreement has effect after this Agreement expires or is terminated for any reason whatsoever as if originally made between the Customer Employee or any new provider of the Services (or, where applicable, "the New Service Provider") and any trainee employee or former employee representative of Capita or as if originally made between the New Service Provider and any trade union by virtue of TUPE the New Service Provider shall within sixty (as defined in TUPE60) days of becoming aware of any Transferring Customer Employeesuch contract of employment be entitled to terminate such contract or agreement forthwith and Capita shall indemnify and reimburse the New Service Provider in respect of all losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its such contract or their obligations under TUPE collective agreement or the termination thereof (whether occurring arising before, on or after the Relevant Transfer Date or termination of this Agreement). For the avoidance of doubt in this clause any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except reference to the extent that the liability arises from New Service Provider shall include the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
Samples: Services Agreement
TUPE. 24.1 and the Supplier shall not (and shall ensure that any Sub-contractor shall not) engage or continue to employ in the provision of the Goods and Services any person who has a Relevant Conviction or an inappropriate record.]
16.1 The Contracting Body Customer shall, based upon a reasonable assessment of the facts, state in paragraph 3.3 of the Order Form which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause clause 16 will apply to the Contract.
24.2 16.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Date as if originally made between the Supplier and each such Transferring Customer Employee.
24.3 16.3 The Customer will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 16.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 16.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 16.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer DateDate ;
24.5.2 16.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 16.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s or any Sub-ContractorSub- contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 16.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 16.6.1 the Supplier shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 16.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 16.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 16.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such personclause 16.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employee.
24.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (or, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
Samples: Call Off Agreement
TUPE. 24.1 23.1 The Contracting Body shall, based upon a reasonable assessment parties acknowledge that it is intended by the parties that the Transfer of the facts, which TUPE wording Undertakings (Protection of Employment Regulations) 2006 as set out amended from time to time (“TUPE”) will not apply in Parts A, B and C (Parts A and B may both apply) of this Clause will apply relation to the Contract.
24.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will applyAgreement. The Customer hereby warrants, undertakes and represents to Capita that the information provided to Capita regarding the non applicability of TUPE is complete and accurate and the Supplier further agree thatCustomer hereby agrees to indemnify Capita against any loss, as a result liability, cost, damage, expense or fee suffered or incurred by reason of any breach of this warranty, undertaking and representation by the Customer.
23.2 The Customer undertakes to Capita that it will indemnify and fully reimburse on demand Capita against all awards, losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) which Capita may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any action, claim or other legal recourse of any kind by any present or former employee of the operation of TUPE, the contracts of employment between Customer or any trade union or staff association recognised by the Customer and the Transferring Customer Employees (except in relation to such present or former employees arising from any act or omission or continuing act or omission of the Customer (including without limitation the termination of any such employee’s employment) on, prior to or following the Commencement Date.
23.3 If any contract terms relating to occupational pension schemes) will have of employment or any collective agreement has effect from after the Relevant Transfer Commencement Date as if originally made between Capita and any present or former employee of the Supplier Customer or as if originally made between Capita and each any trade union by virtue of TUPE, Capita shall within ninety (90) days of becoming aware of any such Transferring contract of employment or collective agreement be entitled to terminate such contract or agreement forthwith and the Customer Employee.
24.3 The Customer will perform shall indemnify and discharge all its obligations reimburse Capita in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date losses, damages, costs, demands, liabilities, interest and expenses (including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments reasonable legal fees) arising out of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Date;
24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s such contract or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 the Supplier shall, within five collective agreement (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities whether arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event Commencement Date) or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employeetermination thereof.
24.12 23.4 The Supplier Customer shall indemnify the Customer Capita and keep it indemnified against all Employee Liabilities in connection with or any claim against Capita arising from any claim made by failure on the part of the Customer to comply with any of its obligations pursuant to Regulation 13 of TUPE including all costs, awards and expenses in connection therewith.
23.5 Capita shall within thirty (30) days of receiving a written request from the Customer to that effect, provide the Customer with the terms and conditions of employment of each and every employee involved wholly or substantially in the provision of the Services including in respect of which employee name, job title, age, length of service, details of all remuneration payable, details of hours of work and all terms and conditions of employment.
23.6 If any Transferring contract of employment or any collective agreement has effect after this Agreement expires or is terminated for any reason whatsoever as if originally made between the Customer Employee or any new provider of the Services (or, where applicable, "the New Service Provider") and any trainee employee or former employee representative (of Capita or as defined in TUPE) if originally made between the New Service Provider and any trade union by virtue of TUPE the New Service Provider shall within 60 days of becoming aware of any Transferring Customer Employeesuch contract of employment be entitled to terminate such contract or agreement forthwith and Capita shall indemnify and reimburse the New Service Provider in respect of all losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its such contract or their obligations under TUPE collective agreement or the termination thereof (whether occurring arising before, on or after the Relevant Transfer Date or termination of this Agreement). For the avoidance of doubt in this clause any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except reference to the extent New Service Provider shall include the Customer. The parties acknowledge that it is intended that the liability arises Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time (“the Customer's failure to comply with its obligations under TUPE;
24.12.2 Regulations”) apply in relation to the breach or non-observance by transfer of certain employees of the Supplier after Customer to Capita pursuant to this Agreement. The parties agree that the Relevant Transfer Date terms of Schedule 5 (TUPE) shall apply to any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:such transfer.
Appears in 1 contract
Samples: Service Agreement
TUPE. 24.1 21.1 The Contracting Body shall, based upon a reasonable assessment parties acknowledge that it is intended by the parties that the Transfer of the facts, which TUPE wording Undertakings (Protection of Employment Regulations) 2006 as set out amended from time to time (“TUPE”) will not apply in Parts A, B and C (Parts A and B may both apply) of this Clause will apply relation to the Contract.
24.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will applyAgreement. The Customer hereby warrants, undertakes and represents to Capita that the information provided to Capita regarding the non applicability of TUPE is complete and accurate and the Supplier further agree thatCustomer hereby agrees to indemnify Capita against any loss, as a result liability, cost, damage, expense or fee suffered or incurred by reason of any breach of this warranty, undertaking and representation by the Customer.
21.2 The Customer undertakes to Capita that it will indemnify and fully reimburse on demand Capita against all awards, losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) which Capita may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any action, claim or other legal recourse of any kind by any present or former employee of the operation of TUPE, the contracts of employment between Customer or any trade union or staff association recognised by the Customer and the Transferring Customer Employees (except in relation to such present or former employees arising from any act or omission or continuing act or omission of the Customer (including without limitation the termination of any such employee’s employment) on, prior to or following the Commencement Date.
21.3 If any contract terms relating to occupational pension schemes) will have of employment or any collective agreement has effect from after the Relevant Transfer Commencement Date as if originally made between Capita and any present or former employee of the Supplier Customer or as if originally made between Capita and each any trade union by virtue of TUPE, Capita shall within ninety (90) days of becoming aware of any such Transferring contract of employment or collective agreement be entitled to terminate such contract or agreement forthwith and the Customer Employee.
24.3 The Customer will perform shall indemnify and discharge all its obligations reimburse Capita in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date losses, damages, costs, demands, liabilities, interest and expenses (including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments reasonable legal fees) arising out of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Date;
24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s such contract or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 the Supplier shall, within five collective agreement (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities whether arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event Commencement Date) or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employeetermination thereof.
24.12 21.4 The Supplier Customer shall indemnify the Customer Capita and keep it indemnified against all Employee Liabilities in connection with or any claim against Capita arising from any claim failure on the part of the Customer to comply with any of its obligations pursuant to Regulation 13 of TUPE including all costs, awards and expenses in connection therewith.
21.5 If any contract of employment or any collective agreement has effect after this Agreement expires or is terminated for any reason whatsoever as if originally made between the Customer or any new provider of the Services ("the New Service Provider") and any employee or former employee of Capita or as if originally made between the New Service Provider and any trade union by virtue of TUPE the New Service Provider shall within 60 days of becoming aware of any such contract of employment be entitled to terminate such contract or agreement forthwith and Capita shall indemnify and reimburse the New Service Provider in respect of any Transferring Customer Employee all losses, damages, costs, demands, liabilities, interest and expenses (or, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employeeincluding all reasonable legal fees) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its such contract or their obligations under TUPE collective agreement or the termination thereof (whether occurring arising before, on or after the Relevant Transfer Date or termination of this Agreement). For the avoidance of doubt in this clause any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except reference to the extent that the liability arises from New Service Provider shall include the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
Samples: Services Agreement
TUPE. 24.1 The Contracting Body shall, based upon a reasonable assessment of the facts, which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause will apply to the Contract.
24.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Date as if originally made between the Supplier and each such Transferring Customer Employee.
24.3 The Customer will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Sub- Contractor) occurring or having its origin before the Relevant Transfer Date;
24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 the Supplier shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employee.
24.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (or, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
TUPE. 24.1 17.1 The Contracting Body Customer shall, based upon a reasonable assessment of the facts, state in paragraph 3.3 of the Order Form which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause clause 17 will apply to the Contract.
24.2 17.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Date as if originally made between the Supplier and each such Transferring Customer Employee.
24.3 17.3 The Customer will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made.
24.4 17.4 The Supplier shall comply with all of its obligations under TUPE and shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Date. The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 17.5 The Customer will indemnify the Supplier against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 : 17.5.1 any act or omission by the Customer relating to a Transferring Customer Employee occurring on or before the Relevant Transfer Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer DateDate ;
24.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for which it is alleged the Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and
24.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the Supplier’s or any Sub-Contractor’s failure to comply with Regulation 13(4) of TUPE.
24.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 the Supplier shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; and
24.6.2 the Customer may offer employment to such person within fifteen (15) Working Days of the notification by the Supplier, or take such other steps as it considers appropriate to deal with the matter.
24.7 If such offer is accepted, or if the situation has otherwise been resolved by the Customer, the Supplier shall immediately release the person from his employment.
24.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 has elapsed:
24.8.1 no such offer of employment has been made; or
24.8.2 such offer has been made but not accepted; or
24.8.3 the situation has not otherwise been resolved, the Supplier may within five (5) Working Days give notice to terminate the employment of such person.
24.9 Subject to the Supplier acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Law, the Customer will indemnify the Supplier against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.7.
24.10 If any such person as is described in Clause 24.6 is neither re employed by the Customer nor dismissed by the Supplier within the time scales set out in Clauses 24.2 to 24.16 (inclusive) such person will be treated as a Transferring Customer Employee.
24.11 The Supplier shall indemnify the Customer against all Employee Liabilities arising from the Supplier’s and any Sub-Contractor’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of any act or omission by the Supplier or any Sub-Contractor relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Date and/or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer Employee.
24.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (or, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:
Appears in 1 contract
Samples: Framework Agreement
TUPE. 24.1 26.1 The Contracting Body shall, based upon a reasonable assessment of the facts, which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause will apply to the Contract.
24.2 The Customer CUSTOMER and the Supplier will proceed on the basis SERVICE PROVIDER agree that the commencement of the provision of the Ordered Services by the Supplier SERVICE PROVIDER under this Contract contract will be a “Relevant Transferrelevant transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer CUSTOMER and the Supplier SERVICE PROVIDER further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer CUSTOMER and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Service Commencement Date as if originally made between the Supplier SERVICE PROVIDER and each such Transferring Customer Employee.
24.3 26.2 The CUSTOMER warrants that it has disclosed to the SERVICE PROVIDER prior to the Service Commencement Date all relevant terms and conditions of employment, pay, benefits and working arrangements applicable to the Transferring Customer Employees and that such information is, to the best of the CUSTOMER’s knowledge and belief, complete and accurate.
26.3 The CUSTOMER will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Service Commencement Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made. The CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising from the CUSTOMER’s failure to perform and discharge any such obligation.
24.4 26.4 The Supplier shall comply with all of its obligations under TUPE and SERVICE PROVIDER shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Service Commencement Date. The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s SERVICE PROVIDER’S failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 26.5 The Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 26.5.1 any act or omission by the Customer relating to a Transferring Customer Employee CUSTOMER occurring on or before the Relevant Transfer Service Commencement Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Service Commencement Date;
24.5.2 26.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer CUSTOMER other than a Transferring Customer Employee for which it is alleged the Supplier SERVICE PROVIDER may be liable by virtue of this Contract and/or TUPE the Employment Regulations and/or the Acquired Rights Directive; and
24.5.3 26.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer CUSTOMER in relation to its obligations under Regulation 13 10 of TUPE, except to the extent that the liability arises from the SupplierSERVICE PROVIDER’s or any Sub-Contractor’s failure to comply with Regulation 13(410(3) of TUPE.
24.6 26.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer CUSTOMER to the Supplier SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 26.6.1 the Supplier SERVICE PROVIDER shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; andCUSTOMER;
24.6.2 26.6.2 the Customer CUSTOMER may offer employment to such person within fifteen (15) Working Days of the notification by the SupplierSERVICE PROVIDER, or take such other steps as it considers appropriate to deal with the matter.
24.7 26.7 If such offer is accepted, or if the situation has otherwise been resolved by the CustomerCUSTOMER, the Supplier SERVICE PROVIDER shall immediately release the person from his employment.
24.8 26.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 26.6.2 has elapsed:
24.8.1 26.8.1 no such offer of employment has been made; or
24.8.2 26.8.2 such offer has been made but not accepted; or
24.8.3 26.8.3 the situation has not otherwise been resolved, ,
26.8.4 the Supplier SERVICE PROVIDER may within five (5) Working Days give notice to terminate the employment of such person.
24.9 26.9 Subject to the Supplier SERVICE PROVIDER acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Lawthis Clause 26, the Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.726.8.
24.10 26.10 If any such person as is described in Clause 24.6 26.6 is neither re re-employed by the Customer CUSTOMER nor dismissed by the Supplier SERVICE PROVIDER within the time scales set out in Clauses 24.2 to 24.16 (inclusive) this Clause 26 such person will be treated as a Transferring Customer Employee.
24.11 26.11 The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s and any Sub-ContractorSERVICE PROVIDER’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees Employee arising from or as a result of any act or omission by the Supplier or any Sub-Contractor SERVICE PROVIDER relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Service Commencement Date and/or or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer EmployeeService Commencement Date.
24.12 26.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (orSERVICE PROVIDER will, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or and will procure that any Sub-Contractor in relation to its or their obligations under TUPE whether occurring beforewill, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of ensure that any Transferring Customer Employee relating to any act Employees are offered membership of pension arrangements by the SERVICE PROVIDER, or omission of the Supplier or any relevant Sub-Contractor (as the case may be), which satisfy the requirements of the Cabinet Office Statement of Practice on Staff Transfers in relation to its or their obligations under Regulation 13 the Public Sector and any legal requirements regarding the provision of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to pensions prevailing at the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:Service Commencement Date.
Appears in 1 contract
Samples: Consultancy Services Agreement
TUPE. 24.1 26.1 The Contracting Body shall, based upon a reasonable assessment of the facts, which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause will apply to the Contract.
24.2 The Customer CUSTOMER and the Supplier will proceed on the basis SERVICE PROVIDER agree that the commencement of the provision of the Ordered Services by the Supplier SERVICE PROVIDER under this Contract contract will be a “Relevant Transferrelevant transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer CUSTOMER and the Supplier SERVICE PROVIDER further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer CUSTOMER and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Service Commencement Date as if originally made between the Supplier SERVICE PROVIDER and each such Transferring Customer Employee.
24.3 26.2 The CUSTOMER warrants that it has disclosed to the SERVICE PROVIDER prior to the Service Commencement Date all relevant terms and conditions of employment, pay, benefits and working arrangements applicable to the Transferring Customer Employees and that such information is, to the best of the CUSTOMER’s knowledge and belief, complete and accurate.
26.3 The CUSTOMER will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Service Commencement Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made. The CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising from the CUSTOMER’s failure to perform and discharge any such obligation.
24.4 26.4 The Supplier shall comply with all of its obligations under TUPE and SERVICE PROVIDER shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Service Commencement Date. The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s SERVICE PROVIDER’S failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 26.5 The Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 26.5.1 any act or omission by the Customer relating to a Transferring Customer Employee CUSTOMER occurring on or before the Relevant Transfer Service Commencement Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Service Commencement Date;
24.5.2 26.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer CUSTOMER other than a Transferring Customer Employee for which it is alleged the Supplier SERVICE PROVIDER may be liable by virtue of this Contract and/or TUPE the Employment Regulations and/or the Acquired Rights Directive; and
24.5.3 26.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer CUSTOMER in relation to its obligations under Regulation 13 10 of TUPE, except to the extent that the liability arises from the SupplierSERVICE PROVIDER’s or any Sub-Contractor’s failure to comply with Regulation 13(410(3) of TUPE.
24.6 26.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer CUSTOMER to the Supplier SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 26.6.1 the Supplier SERVICE PROVIDER shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; andCUSTOMER;
24.6.2 26.6.2 the Customer CUSTOMER may offer employment to such person within fifteen (15) Working Days of the notification by the SupplierSERVICE PROVIDER, or take such other steps as it considers appropriate to deal with the matter.
24.7 26.7 If such offer is accepted, or if the situation has otherwise been resolved by the CustomerCUSTOMER, the Supplier SERVICE PROVIDER shall immediately release the person from his employment.
24.8 26.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 26.6.2 has elapsed:
24.8.1 26.8.1 no such offer of employment has been made; or
24.8.2 26.8.2 such offer has been made but not accepted; or
24.8.3 26.8.3 the situation has not otherwise been resolved, ,
26.8.4 the Supplier SERVICE PROVIDER may within five (5) Working Days give notice to terminate the employment of such person.
24.9 26.9 Subject to the Supplier SERVICE PROVIDER acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Lawthis Clause 26, the Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.726.8.
24.10 26.10 If any such person as is described in Clause 24.6 26.6 is neither re employed re‑employed by the Customer CUSTOMER nor dismissed by the Supplier SERVICE PROVIDER within the time scales set out in Clauses 24.2 to 24.16 (inclusive) this Clause 26 such person will be treated as a Transferring Customer Employee.
24.11 26.11 The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s and any Sub-ContractorSERVICE PROVIDER’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees Employee arising from or as a result of any act or omission by the Supplier or any Sub-Contractor SERVICE PROVIDER relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Service Commencement Date and/or or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer EmployeeService Commencement Date.
24.12 26.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (orSERVICE PROVIDER will, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or and will procure that any Sub-Contractor in relation to its or their obligations under TUPE whether occurring beforewill, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of ensure that any Transferring Customer Employee relating to any act Employees are offered membership of pension arrangements by the SERVICE PROVIDER, or omission of the Supplier or any relevant Sub-Contractor (as the case may be), which satisfy the requirements of the Cabinet Office Statement of Practice on Staff Transfers in relation to its or their obligations under Regulation 13 the Public Sector and any legal requirements regarding the provision of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to pensions prevailing at the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:Service Commencement Date.
Appears in 1 contract
TUPE. 24.1 25.1 The Contracting Body shall, based upon a reasonable assessment of the facts, which TUPE wording as set out in Parts A, B and C (Parts A and B may both apply) of this Clause will apply to the Contract.
24.2 The Customer CUSTOMER and the Supplier will proceed on the basis SERVICE PROVIDER agree that the commencement of the provision of the Ordered Services by the Supplier SERVICE PROVIDER under this Contract contract will be a “Relevant Transferrelevant transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer CUSTOMER and the Supplier SERVICE PROVIDER further agree that, as a result of the operation of TUPE, the contracts of employment between the Customer CUSTOMER and the Transferring Customer Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Relevant Transfer Service Commencement Date as if originally made between the Supplier SERVICE PROVIDER and each such Transferring Customer Employee.
24.3 25.2 The CUSTOMER warrants that it has disclosed to the SERVICE PROVIDER prior to the Service Commencement Date all relevant terms and conditions of employment, pay, benefits and working arrangements applicable to the Transferring Customer Employees and that such information is, to the best of the CUSTOMER’s knowledge and belief, complete and accurate.
25.3 The CUSTOMER will perform and discharge all its obligations in respect of all the Transferring Customer Employees prior to the Relevant Transfer Service Commencement Date including all remuneration, benefits, entitlements and outgoings, all wages, accrued but untaken holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, and any necessary apportionments in respect of any periodic payments will be made. The CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising from the CUSTOMER’s failure to perform and discharge any such obligation.
24.4 25.4 The Supplier shall comply with all of its obligations under TUPE and SERVICE PROVIDER shall perform and discharge all its obligations in respect of all the Transferring Customer Employees from and after the Relevant Transfer Service Commencement Date. The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s SERVICE PROVIDER’S failure to comply with all of its obligations under TUPE and/or perform and discharge any such obligation.
24.5 25.5 The Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against any Employee Liabilities in respect of the Transferring Customer Employees arising from or as a result of:
24.5.1 25.5.1 any act or omission by the Customer relating to a Transferring Customer Employee CUSTOMER occurring on or before the Relevant Transfer Service Commencement Date or any other matter, event or circumstance (other than an act or omission of the Supplier or any Sub-Contractor) occurring or having its origin before the Relevant Transfer Service Commencement Date;
24.5.2 25.5.2 any claim made by or in respect of any person employed or formerly employed by the Customer CUSTOMER other than a Transferring Customer Employee for which it is alleged the Supplier SERVICE PROVIDER may be liable by virtue of this Contract and/or TUPE the Employment Regulations and/or the Acquired Rights Directive; and
24.5.3 25.5.3 any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Customer Employee relating to any act or omission of the Customer CUSTOMER in relation to its obligations under Regulation 13 of TUPE, except to the extent that the liability arises from the SupplierSERVICE PROVIDER’s or any Sub-Contractor’s failure to comply with Regulation 13(4)) of TUPE.
24.6 25.6 If any person who is not a Transferring Customer Employee claims, or it is determined, that his contract of employment has been transferred from the Customer CUSTOMER to the Supplier SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then:
24.6.1 25.6.1 the Supplier SERVICE PROVIDER shall, within five (5) Working Days of becoming aware of that fact, give notice in writing to the Customer; andCUSTOMER;
24.6.2 25.6.2 the Customer CUSTOMER may offer employment to such person within fifteen (15) Working Days of the notification by the SupplierSERVICE PROVIDER, or take such other steps as it considers appropriate to deal with the matter.
24.7 25.7 If such offer is accepted, or if the situation has otherwise been resolved by the CustomerCUSTOMER, the Supplier SERVICE PROVIDER shall immediately release the person from his employment.
24.8 25.8 If, after the fifteen (15) Working Day period specified in Clause 24.6.2 25.6.2 has elapsed:
24.8.1 25.8.1 no such offer of employment has been made; or
24.8.2 25.8.2 such offer has been made but not accepted; or
24.8.3 25.8.3 the situation has not otherwise been resolved, the Supplier SERVICE PROVIDER may within five (5) Working Days give notice to terminate the employment of such person.
24.9 25.9 Subject to the Supplier SERVICE PROVIDER acting in accordance with the provisions of Clauses 24.2 to 24.16 (inclusive) and subject to the Supplier complying with all applicable proper employment procedures set out in Lawthis Clause 25, the Customer CUSTOMER will indemnify the Supplier SERVICE PROVIDER against all Employee Liabilities arising out of termination pursuant to the provisions of Clause 24.725.8.
24.10 25.10 If any such person as is described in Clause 24.6 25.6 is neither re employed re‑employed by the Customer CUSTOMER nor dismissed by the Supplier SERVICE PROVIDER within the time scales set out in Clauses 24.2 to 24.16 (inclusive) this Clause 25 such person will be treated as a Transferring Customer Employee.
24.11 25.11 The Supplier SERVICE PROVIDER shall indemnify the Customer CUSTOMER against all Employee Liabilities arising from the Supplier’s and any Sub-ContractorSERVICE PROVIDER’s failure to perform and discharge any obligation and against any Employee Liabilities in respect of the Transferring Customer Employees Employee arising from or as a result of any act or omission by the Supplier or any Sub-Contractor SERVICE PROVIDER relating to a Transferring Customer Employee occurring before, on or after the Relevant Transfer Service Commencement Date and/or or any other matter, event or circumstance occurring or having its origin on or after the Relevant Transfer Date which would give rise to a substantial change in working conditions to the material detriment of a Transferring Customer EmployeeService Commencement Date.
24.12 25.12 The Supplier shall indemnify the Customer against all Employee Liabilities in connection with or arising from any claim made by or in respect of any Transferring Customer Employee (orSERVICE PROVIDER will, where applicable, any trainee or employee representative (as defined in TUPE) of any Transferring Customer Employee) arising out of or in connection with:
24.12.1 any act or omission of the Supplier or and will procure that any Sub-Contractor in relation to its or their obligations under TUPE whether occurring beforewill, on or after the Relevant Transfer Date or any other matter, event or circumstance occurring or having its origin after the Relevant Transfer Date including any claim made by or in respect of a Transferring Customer Employee or any appropriate employee representative (as defined in TUPE) of ensure that any Transferring Customer Employee relating to any act Employees are offered membership of pension arrangements by the SERVICE PROVIDER, or omission of the Supplier or any relevant Sub-Contractor (as the case may be), which satisfy the requirements of the Cabinet Office Statement of Practice on Staff Transfers in relation to its or their obligations under Regulation 13 the Public Sector and any legal requirements regarding the provision of TUPE or in respect of an award of compensation under Regulation 15 of TUPE except to pensions prevailing at the extent that the liability arises from the Customer's failure to comply with its obligations under TUPE;
24.12.2 in relation to the breach or non-observance by the Supplier after the Relevant Transfer Date of any collective agreement or other custom or practice with a trade union or staff association in respect of any Transferring Customer Employee;
24.12.3 any proceeding, claim or demand by the HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions:Service Commencement Date.
Appears in 1 contract
Samples: Telecommunications
