Common use of Appointment of Key Sub-Contractors Clause in Contracts

Appointment of Key Sub-Contractors. The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Supplier Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Service Provider wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs or engages unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Service Provider shall ensure that each Key Sub-Contract shall include: provisions which will enable the Service Provider to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Service Provider; a provision enabling the Service Provider to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Service Provider; obligations no less onerous on the Key Sub-Contractor than those imposed on the Service Provider under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation set out in Clause 35 (Publicity and Branding); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Service Provider to terminate the Key Sub-Contract on notice on terms no more onerous on the Service Provider than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Service Provider under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Service Provider to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Service Provider or the Replacement Service Provider as the case may be. Supply Chain Protection The Service Provider shall ensure that all Sub-Contracts contain a provision: requiring the Supplier Service Provider to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier Service Provider in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the SupplierService Provider’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The Supplier shall pay any undisputed sums which are due from it ; giving the Service Provider a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DMP Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause18.7, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 23.1 (Security Requirements), 23.2 to 23.9 (Protection of Customer Data) and 23.25 to 23.39 (Data Protection ); FOIA requirements set out in Clause 23.23 to 23.24 (Freedom of Information); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 12 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 30 (Customer Termination Rights), 32 (Termination by Either Party) and 34 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 5 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; Provide a summary of its compliance with this Clause 18.11a, such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 23.10 to 23.18 (Confidentiality) and 13 24 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 36.1 (Security Requirements), 36.2 (Protection of Customer Data) and 36.6 (Protection of Personal Data); FOIA requirements set out in Clause 36.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 45 (Customer Termination Rights), 47 (Termination by Either Party) and 49 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly aboveValid Invoice; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted Valid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 31.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 36.3 (Confidentiality) and 13 37 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DPS Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41. (Customer Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors) and in Section D of the Order Form. Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 28.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and 34.7 (Protection of Personal Data); FOIA requirements set out in Clause 34.6 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(j) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 20 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to sub-contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 12 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted ; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 28.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.4 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly aboveValid Invoice; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted Valid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: General Data Protection Regulation (GDPR) requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of GDPR); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Products and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable Products and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 37.1 (Security Requirements), 37.2 (Protection of Customer Data) and 37.5 (Protection of Personal Data); FOIA requirements set out in Clause 37.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Products and/or Services); the keeping of records in respect of the Products and/or Servicesbeing provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 23 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 44 (Customer Termination Rights), 46 (Termination by Either Party) and 48 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Products and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Contracting Authority and the Contracting Authority have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Contracting Authority and the Contracting Authority (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Contracting Authority and/or the Contracting Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other Contracting Authorities; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Contracting Authority and the Contracting Authority have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Contracting Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Contracting Authority; a provision enabling the Contracting Authority to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Contracting Authority or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor within a specified period than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Contracting Authority Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not exceeding thirty to embarrass the Contracting Authority or otherwise bring the Contracting Authority into disrepute set out in Clause 7.(l) (30) days from Provision of Services); the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the Services being provided under the Key Sub-Contractor shall be considered and verified by Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21. (Records, Audit Access & Open Book Data); provisions enabling the Supplier in to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Contracting Authority under Clauses 41. (Contracting Authority Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions all or any part of the provision of the Services provided to impose, as between the parties to that Supplier under the Sub-ContractContract without first seeking the written consent of the Contracting Authority; a provision, requirements where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Contracting Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 37.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub- Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Supplier shall ensure that all Authority has consented to the engagement of the Key Sub-Contracts contain a provision: requiring Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors). Where during the Panel Period the Supplier wishes to pay any undisputed sums which are due from enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Panel Customers may reasonably withhold their consent to the appointment of a Key Sub-Contractor within a specified period not exceeding thirty (30) days from if either of them considers that: the receipt appointment of a valid invoice; requiring that any invoices submitted by a proposed Key Sub-Contractor shall may prejudice the provision of the Panel Services or may be considered and verified by contrary to its interests; the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to include in any its other customers; and/or the proposed Key Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment periodContractor employs unfit persons. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from provide the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to Authority and the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that Panel Customers with whom the Supplier has failed to pay an undisputed entered into a Legal Services Contract with the following information in respect of the proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s invoice name, registered office and company registration number; the scope/description of any Panel Services to be provided by the proposed Key Sub-Contractor; where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; Key Sub-Contract price expressed as a percentage of the total projected Panel Price over the Panel Period; and NOT USED If requested by the Authority and/or the Panel Customers with whom the Supplier has entered into a Legal Services Contract, within thirty ten (3010) days Working Days of receipt, or receipt of the Customer otherwise discovers information provided by the sameSupplier pursuant to Clause 25.1.3, the Customer Supplier shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).also provide:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors) and in Section D of the Order Form. Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 28.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and Error: Reference source not found (Data Protection); FOIA requirements set out in Clause 34.6 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(j) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 20 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to sub-contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 12 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted ; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 28.3.2, such data to be certified each quarter by a Sub-Contractor to director of the Supplier shall be considered as being accurate and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedmisleading. Notwithstanding any provision of Clauses 9.2 34.4 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 30.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 35.1 (Security Requirements), 35.2 (Protection of Customer Data) and 35.6 (Protection of Personal Data); FOIA requirements set out in Clause 35.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 22. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 42. (Customer Termination Rights), 44. (Termination by Either Party) and 46. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 directly (b) above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 30.3.2, such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 35.3 (Confidentiality) and 13 36. (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors) and in Section D of the Order Form. Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or not will not be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 28.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.3 (Protection of Customer Data) and 34.7 (Protection of Personal Data); FOIA requirements set out in Clause 34.6 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(j) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 20. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41. (Customer Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to sub-contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 12 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 31.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 36.1 (Security Requirements), 36.2 (Protection of Customer Data) and 36.5 (Protection of Personal Data); FOIA requirements set out in Clause 36.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 8.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 23 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 43 (Customer Termination Rights), 45 (Termination by Either Party) and 47 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41. (Customer Termination Rights), 43. (Termination by Either Party) and 45. (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period; giving the Supplier a right to terminate the Sub-Contract if the Sub-Contractor fails to comply in the performance of the Sub-Contract with legal obligations in the fields of environmental, social or labour law; and requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-sub clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35. (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 34.1.6, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses (Security Requirements), (Protection of Customer Data) and (Protection of Personal Data); FOIA requirements set out in Clause (Transparency and Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 12.(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 26. (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 46. (Customer Termination Rights), 48. (Termination by Either Party) and 50. (Consequences of Expiry or Termination) of this Call Off Contract; and a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the goods and/or services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; and the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 44 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 directly (b) above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2, such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DPS Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract ; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Contract ; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 21.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub- Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 24.1 (Security Requirements), 24.2 (Protection of Customer Data) and 24.6 (Protection of Personal Data); FOIA requirements set out in Clause 24.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 6.1.4(k) (Provision of Services); the keeping of records in respect of the services being provided under the Key Sub-Contract; and the conduct of audits set out in Clause 14 (Records and Audit Access); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 31 (Customer Termination Rights), 33 (Termination by Either Party) and 35 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub- Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 11 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub- Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly aboveValid Invoice; and conferring a right to for the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputedValid Invoice. Notwithstanding any provision of Clauses 9.2 24.3 (Confidentiality) and 13 25 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Contracting Authority and the Contracting Authority have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Contracting Authority and the Contracting Authority (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Contracting Authority and/or the Contracting Authority may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reasonable services to its other Contracting Authorities; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Contracting Authority and the Contracting Authority have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Contracting Authority to enforce any undisputed sums provisions under the Key Sub-Contract which are due from confer a benefit upon the Contracting Authority; a provision enabling the Contracting Authority to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Contracting Authority or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor within a specified period than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Contracting Authority Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not exceeding thirty to embarrass the Contracting Authority or otherwise bring the Contracting Authority into disrepute set out in Clause 7.1.4(l) (30) days from Provision of Services); the receipt keeping of a valid invoice; requiring that any invoices submitted by a records in respect of the Services being provided under the Key Sub-Contractor shall be considered and verified by Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier in to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Contracting Authority under Clauses 41 (Contracting Authority Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring provision restricting the ability of the Key Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions all or any part of the provision of the Services provided to impose, as between the parties to that Supplier under the Sub-ContractContract without first seeking the written consent of the Contracting Authority; a provision, requirements where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Contracting Authority, Former Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers Replacement Supplier as the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)case may be.

Appointment of Key Sub-Contractors. 15.10A The Supplier shall only be entitled to sub-contract its obligations to the Key Sub-contractors listed in Framework Schedule 7 (Key Sub-Contractors) where such Key Sub-contractors are set out in the Order Form. Where during the Term the Supplier wishes to enter into a Key Sub‑contract or replace a Key Sub‑contractor, it must obtain the prior written consent of CCS and the Buyer, such consent not to be unreasonably withheld or delayed. For these purposes, CCS and/or the Buyer may withhold its consent to the appointment of a Key Sub‑contractor if it reasonably considers that: the appointment of a proposed Key Sub‑contractor may prejudice the provision of the Services or may be contrary to the interests of the Buyer; the proposed Key Sub‑contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Key Sub‑contractor employs unfit persons; and/or the proposed Key Sub-contractor should be excluded in accordance with Clause 15.22 (Termination of sub-contracts). The Buyer consents to the appointment of the Key Sub‑contractors listed in Attachment 4.3 (Notified Key Sub-contractors). Except where the Buyer has given its prior written consent, the Supplier shall ensure that all Sub-Contracts contain a provisioneach Key Sub‑contract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Contract; a right under CRTPA for the Buyer to enforce any undisputed sums provisions under the Key Sub-contract which are due from capable of conferring a benefit upon the Buyer; a provision enabling the Buyer to enforce the Key Sub‑contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub‑contract to the SubBuyer or any Replacement Supplier without restriction (including any need to obtain any consent or approval) or payment by the Buyer; obligations no less onerous on the Key Sub‑contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 20 (Buyer Data and Security Requirements) and 23 (Protection of Personal Data); FOIA requirements set out in Clause 22 (Transparency and Freedom of Information); the obligation not to embarrass the Buyer or otherwise bring the Buyer into disrepute set out in Clause 5.5(m) (Services); the keeping of records in respect of the services being provided under the Key Sub‑contract, including the maintenance of Open Book Data; and the conduct of Audits set out in Part C of Schedule 7.5 (Financial Reports and Audit Rights); provisions enabling the Supplier to terminate the Key Sub‑contract on notice on terms no more onerous on the Supplier than those imposed on the Buyer under Clauses 33.1(a) (Termination by the Buyer) and 34.4 (Payments by the Buyer) and Schedule 7.2 (Payments on Termination) of this Contract; a provision restricting the ability of the Key Sub‑contractor to sub‑contract all or any part of the services provided to the Supplier under the Key Sub‑contract without first seeking the written consent of the Buyer; a provision enabling the Supplier or the Buyer to appoint a Remedial Adviser on substantially the same terms as are set out in Clause 29 (Remedial Adviser); a provision enabling the Supplier, the Buyer or any other person on behalf of the Buyer to step-Contractor within in on substantially the same terms as are set out in Clause 30 (Step-in Rights); a specified period not exceeding thirty (30) days from provision requiring the receipt Key Sub‑contractor to participate in, and if required by the Buyer in the relevant Multi-Party Procedure Initiation Notice to procure the participation of all or any of its Sub‑contractors in, the Multi-Party Dispute Resolution Procedure; and a provision requiring the Key Sub‑contractor to: promptly notify the Supplier and the Buyer in writing of any of the following of which it is, or ought to be, aware: the occurrence of a valid invoiceFinancial Distress Event in relation to the Key Sub‑contractor; requiring that or any invoices submitted by fact, circumstance or matter of which it is aware which could cause the occurrence of a SubFinancial Distress Event in relation to the Key Sub‑contractor, and in any event, provide such notification within 10 Working Days of the date on which the Key Sub‑contractor first becomes aware of such); and co-Contractor shall be considered and verified by operate with the Supplier and the Buyer in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing order to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements give full effect to the same provisions of Schedule 7.4 (Financial Distress), including meeting with the Supplier and the Buyer to discuss and review the effect as those required by sub-clauses 5.17.1 of the Financial Distress Event on the continued performance and 5.17.2 directly above; delivery of the Services, and conferring a right contributing to and complying with the Customer to publish Financial Distress Remediation Plan, and providing the Supplier’s compliance with its obligation to pay undisputed invoices within the information specified payment periodat paragraph 4.3(b)(ii) of Schedule 7.4 (Financial Distress). The Supplier shall pay not terminate or materially amend the terms of any undisputed sums Key Sub‑contract without the Buyer's prior written consent, which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, unreasonably withheld or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press)delayed.

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.5 (Protection of Personal Data); FOIA requirements set out in Clause 34.4 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Key Sub- Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Supplier shall ensure that all Authority has consented to the engagement of the Key Sub-Contracts contain a provision: requiring Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where during the Framework Period the Supplier wishes to pay any undisputed sums which are due from enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Contracting Authority with whom it has entered into a Call Off Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not will not be unreasonably withheld or delayed. The Authority and/or the Contracting Authority may reasonably withhold their consent to the appointment of a Key Sub-Contractor within a specified period not exceeding thirty (30) days from if either of them considers that: the receipt appointment of a valid invoice; requiring that any invoices submitted by a proposed Key Sub-Contractor shall may prejudice the provision of the Goods and Services or may be considered and verified by contrary to its interests; the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to include in any its other customers; and/or the proposed Key Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment periodContractor employs unfit persons. The Supplier shall pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from provide the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to Authority and the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that Contracting Authority with whom the Supplier has failed to pay an undisputed entered into a Call Off Contract with the following information in respect of the proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s invoice name, registered office and company registration number; the scope/description of any Goods and Services to be provided by the proposed Key Sub-Contractor; where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; Key Sub-Contract price expressed as a percentage of the total projected Framework Price over the Framework Period; and Credit Rating Threshold (as defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-Contractor. If requested by the Authority and/or the Contracting Authority with whom the Supplier has entered into a Call Off Contract, within thirty ten (3010) days Working Days of receipt, or receipt of the Customer otherwise discovers information provided by the sameSupplier pursuant to Clause 25.1.3, the Customer Supplier shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).also provide:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and the delivery of purchased Goods or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other Customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 39.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 30.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 35.1 (Security Requirements), 35.2 (Protection of Customer Data) and 35.5 (Protection of Personal Data); FOIA requirements set out in Clause 35.4 (Transparency and Freedom of Information); the obligation set out in Clause 36.3 (Publicity and Branding); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 22 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 42 (Customer Termination Rights), 44 (Termination by Either Party) and 46 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right to the Customer to publish the Supplier’s compliance with its obligation to pay undisputed invoices to the Sub-Contractor within the specified payment period. The ; giving the Supplier shall pay any undisputed sums which are due from it a right to a terminate the Sub-Contract if the Sub-Contractor within thirty (30) days from fails to comply in the receipt performance of a valid invoice. Any invoices submitted by a the Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and Contract with legal obligations in the press).fields of environmental, social or labour law; and

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 39.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 38.1.1, the Supplier shall ensure that all each Key Sub-Contracts contain a provisionContract shall include: requiring provisions which will enable the Supplier to pay discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any undisputed sums which are due from it to provisions under the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Key Sub-Contract which it in turn awards suitable provisions confer a benefit upon the Customer; a provision enabling the Customer to impose, as between enforce the parties to that Key Sub-ContractContract as if it were the Supplier; a provision enabling the Supplier to assign, requirements to novate or otherwise transfer any of its rights and/or obligations under the same effect as those required by subKey Sub-clauses 5.17.1 and 5.17.2 directly above; and conferring a right Contract to the Customer to publish or any Replacement Supplier; obligations no less onerous on the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a Key Sub-Contractor within thirty (30) days from the receipt of a valid invoice. Any invoices submitted by a Sub-Contractor to than those imposed on the Supplier shall be considered and verified by the Supplier under this Call Off Contract in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 (Confidentiality) and 13 (Publicity, Media and Official Enquiries) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government websites and in the press).respect of:

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause 29.2.1, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Call Off Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Call Off Contract in respect of: data protection requirements set out in Clauses 34.1 (Security Requirements), 34.2 (Protection of Customer Data) and 34.6 (Protection of Personal Data); FOIA requirements set out in Clause 34.5 (Freedom of Information); the obligation not to embarrass the Customer or otherwise bring the Customer into disrepute set out in Clause 7.1.4(l) (Provision of Goods and/or Services); the keeping of records in respect of the Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 21 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 41 (Customer Termination Rights), 43 (Termination by Either Party) and 45 (Consequences of Expiry or Termination) of this Call Off Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Call Off Schedule 10 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; include within the Performance Monitoring Reports required under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) a summary of its compliance with this Clause 29.3.2 (a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 34.3 (Confidentiality) and 13 35 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).

Appointment of Key Sub-Contractors. The Authority and the Customer have consented to the engagement of the Key Sub-Contractors listed in DMP Schedule 7 (Key Sub-Contractors). Where the Supplier wishes to enter into a new Key Sub-Contract or replace a Key Sub-Contractor, it must obtain the prior written consent of the Authority and the Customer (the decision to consent or otherwise not to be unreasonably withheld or delayed). The Authority and/or the Customer may reasonably withhold its consent to the appointment of a Key Sub-Contractor if any of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and/or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. Except where the Authority and the Customer have given their prior written consent under Clause18.7, the Supplier shall ensure that each Key Sub-Contract shall include: provisions which will enable the Supplier to discharge its obligations under this Contract; a right under CRTPA for the Customer to enforce any provisions under the Key Sub-Contract which confer a benefit upon the Customer; a provision enabling the Customer to enforce the Key Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Key Sub-Contract to the Customer or any Replacement Supplier; obligations no less onerous on the Key Sub-Contractor than those imposed on the Supplier under this Contract in respect of: data protection requirements set out in Clauses 23.1 (Security Requirements), 23.2 to 23.9 (Protection of Customer Data) and 23.25 to 23.39 (Data Protection ); FOIA requirements set out in Clause 23.23 to 23.24 (Freedom of Information); the keeping of records in respect of the Goods and/or Services being provided under the Key Sub-Contract, including the maintenance of Open Book Data; the conduct of audits set out in Clause 12 (Records, Audit Access & Open Book Data); provisions enabling the Supplier to terminate the Key Sub-Contract on notice on terms no more onerous on the Supplier than those imposed on the Customer under Clauses 30 (Customer Termination Rights), 32 (Termination by Either Party) and 34 (Consequences of Expiry or Termination) of this Contract; a provision restricting the ability of the Key Sub-Contractor to Sub-Contract all or any part of the provision of the Goods and/or Services provided to the Supplier under the Sub-Contract without first seeking the written consent of the Customer; a provision, where a provision in Contract Schedule 5 (Staff Transfer) imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, requiring the Key Sub-Contractor to provide such indemnity, undertaking or warranty to the Customer, Former Supplier or the Replacement Supplier as the case may be. Supply Chain Protection The Supplier shall ensure that all Sub-Contracts contain a provision: requiring the Supplier to pay any undisputed sums which are due from it to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoiceValid Invoice; requiring that any invoices submitted by a Sub-Contractor shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the Sub-Contractor to include in any Sub-Contract which it in turn awards suitable provisions to impose, as between the parties to that Sub-Contract, requirements to the same effect as those required by sub-clauses 5.17.1 (a) and 5.17.2 (b) directly above; and conferring a right to the Customer to publish the Supplier’s Suppliers compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall shall: pay any undisputed sums which are due from it to a Sub-Contractor within thirty (30) days from the receipt of a valid invoiceValid Invoice; Provide a summary of its compliance with this Clause 18.11a), such data to be certified each quarter by a director of the Supplier as being accurate and not misleading. Any invoices submitted by a Sub-Contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 9.2 23.10 to 23.18 (Confidentiality) and 13 24 (Publicity, Media Publicity and Official EnquiriesBranding) if the Supplier notifies the Customer that the Supplier has failed to pay an undisputed Sub-Contractor’s invoice within thirty (30) days of receipt, or the Customer otherwise discovers the same, the Customer shall be entitled to publish the details of the late or non-payment (including on Government government websites and in the press).