by the Supplier where the Malicious Software originates from the Customer Data (whilst the Customer Data was under the control of the Supplier) unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Contracting Body when provided to the Supplier; and
by the Supplier. This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the prior written consent of the Authority. Notwithstanding Clause 31.1, the Supplier shall be entitled to appoint the Trading Party in accordance with and subject to Clause 5.2. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without the prior written consent of the Authority, such consent not be unreasonably withheld or delayed. The Authority may require the Supplier to terminate a Sub-Contract where it considers that: the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; the Sub-Contractor is considered to be unreliable and/or has not provided reasonable goods and/or services to its other customers; and/or the Sub-Contractor employs unfit persons, provided that such right shall not be exercised unreasonably, frivolously or vexatiously. In the event that the Authority exercises its right pursuant to Clause 31.4, the Supplier shall use all reasonable endeavours to maintain the provision of the Services and the Authority and the Supplier shall enter into good faith negotiations to agree the impact on the terms and conditions of this Framework Agreement. Despite the Supplier's right to sub-contract pursuant to this Clause 31, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier' to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing.
by the Supplier where the Malicious Software originates from the Supplier Software, the Third Party Software or the DFID Data (whilst the DFID Data was under the control of the Supplier); and
by the Supplier. (a) The Supplier has the absolute right, and without liability, to cancel the Service 30 calendar days prior to the commencement of the Service.
by the Supplier. VAT The Call Off Contract Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a Valid Invoice. The Supplier shall indemnify the Customer on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Customer at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) in respect of the Supplier's failure to account for or to pay any VAT relating to payments made to the Supplier under this Call Off Contract. Any amounts due under Clause 25.5 (VAT) shall be paid in cleared funds by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. Retention and Set Off The Customer may retain or set off any amount owed to it by the Supplier against any amount due to the Supplier under this Call Off Contract or under any other agreement between the Supplier and the Customer. If the Customer wishes to exercise its right pursuant to Clause 25.6.1 it shall give notice to the Supplier within thirty (30) days of receipt of the relevant invoice, setting out the Customer’s reasons for retaining or setting off the relevant Call Off Contract Charges. The Supplier shall make any payments due to the Customer without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Supplier has obtained a sealed court order requiring an amount equal to such deduction to be paid by the Customer to the Supplier. Foreign Currency Any requirement of Law to account for the Products and/or Services in any currency other than Sterling, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 25.7.1 by the Supplier.
by the Supplier where the Breach of Security originates from defeat of the Supplier's or any Sub-Contractor's security controls, the Supplier Software, the Third Party Software or the “THE SERVICE” Data (whilst the “THE SERVICE” Data was under the control of the Supplier);
by the Supplier. REV 1- ---- ---- Page 00 XxxxXxxx Xxxxxxxx XX:0X0XX000-0XX0-000X-000X-00X00000000X Crown Commercial Service DS01-067 FRAMEWORK SCHEDULE 3 - CALL-OFF TERMS Di ital Services Framework A reement- RM1043
by the Supplier. The Supplier shall inspect all Products immediately before shipping of the Products, and shall deliver the written records of such inspections without delay.
by the Supplier where the Malicious Software originates from the Supplier Software, the Third Party Software or the Authority’s Data (whilst the Authority’s Data was under the control of the Supplier); and
by the Supplier. 10.5 The Supplier may terminate the Agreement upon 14-day notice to SOLIDARITES INTERNATIONAL if: اذإ ةيملاعلا يتيراديلوس ةمظنم ـل امً وي 14 هتدم راعشإ دعب ةيقافتلاا ءاهنإ دروملل زوجي - SOLIDARITES INTERNATIONAL does not pay him the sums owed pursuant to this Agreement ةيقافتلاا هذه بجومب ةقحتسملا غلابملا هل يتيراديلوس ةمظنم عفدت مل- - SOLIDARITES INTERNATIONAL does not fulfil its agreement obligations after several written reminders ةيطخلا تاركذملا نم ديدعلا دعب ةيقافتلااب اهتامازتلاب يتيراديلوس ةمظنم مازتلا مدع-
