Common use of CALL-OFF CONTRACT Clause in Contracts

CALL-OFF CONTRACT. The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of Call-Off Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the Call-Off Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient end-to-end G-Cloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 - The Appointment within this Framework Agreement. For the purposes of the Call-Off Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the Call-Off Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and third parties, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential' 'Contracting Bodies' The Buyer and any other person as listed in the OJEU Notice or Regulation 2 of the Public Contracts Regulations 2015, as amended from time to time, including CCS 'Control' Control as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly 'Crown' The government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf ‘Data Protection Legislation or DPA’ The Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable legally binding guidance and codes of practice issued by the Information Commissioner. ‘Data Subject’ Shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time. 'Default' any breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) any other default, act, omission, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff in connection with or in relation to this Framework Agreement or this Call-Off Contract Unless otherwise specified in this Call-Off Contract the Supplier is liable to CCS for a Default of the Framework Agreement and in relation to a Default of the Call-Off Contract, the Supplier is liable to the Buyer. ‘Deliverable’ Those G-Cloud Services which the Buyer contracts the Supplier to provide under the Call Off Contract. 'Digital Marketplace' The government marketplace where Services will be made available to Buyers to enable them to be bought (xxxxx://xxx.xxxxxxxxxxxxxxxxxx.xxxxxxx.xxx.xx/) 'Equipment' The Supplier’s hardware, computer and telecoms devices, plant, materials and such other items supplied and used by the Supplier (but not hired, leased or loaned from CCS or the Buyer) in the performance of its obligations under the Call-Off Contract. ‘Direct Award Criteria’ The award criteria to be applied for the award of Call-Off Contracts for G-Cloud Services set out in Section 3 ‘Buying Process’. ‘Direct Ordering Procedure’ The ordering procedure set out in Framework Agreement. ‘Effective Date’ The date on which the Call-Off Contract is signed and as set out in the Order Form. 'FoIA' The Freedom of Information Act 2000 and any subordinate legislation made under the Act occasionally together with any guidance or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation. 'Framework Agreement' The contractually-binding framework agreement between the Crown Commercial Service and the Supplier, reference number: RM1557viii, referred to in the Order Form. ‘Framework Suppliers’ The suppliers (including the Supplier) appointed under this G-Cloud 8 Framework Agreement. ‘Fraud’ Any offence under Xxxx creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts in relation to this Framework Agreement or defrauding or attempting to defraud or conspiring to defraud the Crown. ‘G-Cloud Services’ The cloud services described in Framework Section 2 (G-Cloud Services) as defined by the Service Definition, the Supplier Terms and any related tender documentation, which the Supplier shall make available to the Authority and Other Contracting Bodies and those services which are deliverable by the Supplier under the Collaboration Agreement.

CALL-OFF CONTRACT. The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of Call-Off Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the Call-Off Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient end-to-end G-Cloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 - The Appointment within this Framework Agreement. For the purposes of the Call-Off Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the Call-Off Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): ● any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and third parties, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above ● any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential' 'Contracting Bodies' The Buyer and any other person as listed in the OJEU Notice or Regulation 2 of the Public Contracts Regulations 2015, as amended from time to time, including CCS 'Control' Control as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly 'Crown' The government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf ‘Data Protection Legislation or DPA’ The Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable legally binding guidance and codes of practice issued by the Information Commissioner. ‘Data Subject’ Shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time. 'Default' ● any breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● any other default, act, omission, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff in connection with or in relation to this Framework Agreement or this Call-Off Contract Unless otherwise specified in this Call-Off Contract the Supplier is liable to CCS for a Default of the Framework Agreement and in relation to a Default of the Call-Off Contract, the Supplier is liable to the Buyer. ‘Deliverable’ Those G-Cloud Services which the Buyer contracts the Supplier to provide under the Call Off Contract. 'Digital Marketplace' The government marketplace where Services will be made available to Buyers to enable them to be bought (xxxxx://xxx.xxxxxxxxxxxxxxxxxx.xxxxxxx.xxx.xx/) 'Equipment' The Supplier’s hardware, computer and telecoms devices, plant, materials and such other items supplied and used by the Supplier (but not hired, leased or loaned from CCS or the Buyer) in the performance of its obligations under the Call-Off Contract. ‘Direct Award Criteria’ The award criteria to be applied for the award of Call-Off Contracts for G-Cloud Services set out in Section 3 ‘Buying Process’. ‘Direct Ordering Procedure’ The ordering procedure set out in Framework Agreement. ‘Effective Date’ The date on which the Call-Off Contract is signed and as set out in the Order Form. 'FoIA' The Freedom of Information Act 2000 and any subordinate legislation made under the Act occasionally together with any guidance or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation. 'Framework Agreement' The contractually-binding framework agreement between the Crown Commercial Service and the Supplier, reference number: RM1557viii, referred to in the Order Form. ‘Framework Suppliers’ The suppliers (including the Supplier) appointed under this G-Cloud 8 Framework Agreement. ‘Fraud’ Any offence under Xxxx creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts in relation to this Framework Agreement or defrauding or attempting to defraud or conspiring to defraud the Crown. ‘G-Cloud Services’ The cloud services described in Framework Section 2 (G-Cloud Services) as defined by the Service Definition, the Supplier Terms and any related tender documentation, which the Supplier shall make available to the Authority and Other Contracting Bodies and those services which are deliverable by the Supplier under the Collaboration Agreement.

CALL-OFF CONTRACT. The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of Call-Off Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the Call-Off Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient end-to-end G-Cloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 - The Appointment within this Framework Agreement. For the purposes of the Call-Off Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the Call-Off Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and third parties, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential' 'Contracting Bodies' The Buyer and any other person as listed in the OJEU Notice or Regulation 2 of the Public Contracts Regulations 2015, as amended from time to time, including CCS 'Control' Control as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly 'Crown' The government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf ‘Data Protection Legislation or DPA’ The Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable legally binding guidance and codes of practice issued by the Information Commissioner. ‘Data Subject’ Shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time. 'Default' any breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) any other default, act, omission, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff in connection with or in relation to this Framework Agreement or this Call-Off Contract Unless otherwise specified in this Call-Off Contract the Supplier is liable to CCS for a Default of the Framework Agreement and in relation to a Default of the Call-Off Contract, the Supplier is liable to the Buyer. ‘Deliverable’ Those G-Cloud Services which the Buyer contracts the Supplier to provide under the Call Off Contract. 'Digital Marketplace' The government marketplace where Services will be made available to Buyers to enable them to be bought (xxxxx://xxx.xxxxxxxxxxxxxxxxxx.xxxxxxx.xxx.xx/) 'Equipment' The Supplier’s hardware, computer and telecoms devices, plant, materials and such other items supplied and used by the Supplier (but not hired, leased or loaned from CCS or the Buyer) in the performance of its obligations under the Call-Off Contract. ‘Direct Award Criteria’ The award criteria to be applied for the award of Call-Off Contracts for G-Cloud Services set out in Section 3 ‘Buying Process’. ‘Direct Ordering Procedure’ The ordering procedure set out in Framework Agreement. ‘Effective Date’ The date on which the Call-Off Contract is signed and as set out in the Order Form. 'FoIA' The Freedom of Information Act 2000 and any subordinate legislation made under the Act occasionally together with any guidance or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation. 'Framework Agreement' The This contractually-binding framework agreement between the Crown Commercial Service and the Supplier, reference number: RM1557viii, referred to in the Order Formdocument. ‘Framework Suppliers’ The suppliers (including the Supplier) appointed under this G-Cloud 8 Framework Agreement. ‘Fraud’ Any offence under Xxxx creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts in relation to this Framework Agreement or defrauding or attempting to defraud or conspiring to defraud the Crown. ‘G-Cloud Services’ The cloud services described in Framework Section 2 (G-Cloud Services) as defined by the Service Definition, the Supplier Terms and any related tender documentation, which the Supplier shall make available to the Authority and Other Contracting Bodies and those services which are deliverable by the Supplier under the Collaboration Agreement.