Common use of Call Off Tender Clause in Contracts

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or Services in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 1. DEFINITIONS AND INTERPRETATION 19 2. DUE DILIGENCE 20 3. REPRESENTATIONS AND WARRANTIES 21 4. CALL OFF GUARANTEe 22 B. DURATION OF CALL OFF CONTRACT 23 5. CALL OFF CONTRACT PERIOD 23 C. CALL OFF CONTRACT PERFORMANCE 23 6. IMPLEMENTATION PLAN 23 7. GOODS AND/ OR SERVICES 25 8. Services 27 9. GOODS 28 10. INSTALLATION WORKS 31 11. STANDARDS AND QUALITY 31 12. TESTING 32 13. SERVICE LEVELS AND SERVICE CREDITS 32 14. CRITICAL SERVICE LEVEL FAILURE 33 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 16. DISRUPTION 34 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 18. CONTINUOUS IMPROVEMENT 35 D. CALL OFF CONTRACT GOVERNANCE 35 19. PERFORMANCE MONITORING 35 20. REPRESENTATIVES 35 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 22. CHANGE 38 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 24. PROMOTING TAX COMPLIANCE 42 25. BENCHMARKING 42 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 26. KEY PERSONNEL 42 27. SUPPLIER PERSONNEL 43 28. STAFF TRANSFER 45 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 G. PROPERTY MATTERS 50 30. CUSTOMER PREMISES 50 31. CUSTOMER PROPERTY 51 32. SUPPLIER EQUIPMENT 52 X. INTELLECTUAL PROPERTY AND INFORMATION 53 33. INTELLECTUAL PROPERTY RIGHTS 53 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 I. LIABILITY AND INSURANCE 67 36. LIABILITY 67 37. INSURANCE 70 X. XXXXXXXX AND RELIEF 70 38. CUSTOMER REMEDIES FOR DEFAULT 70 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 40. FORCE MAJEURE 74 K. TERMINATION AND EXIT MANAGEMENT 76 41. CUSTOMER TERMINATION RIGHTS 76 42. SUPPLIER TERMINATION RIGHTS 78 43. TERMINATION BY EITHER PARTY 79 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 L. MISCELLANEOUS AND GOVERNING LAW 81 46. COMPLIANCE 81 47. ASSIGNMENT AND NOVATION 82 48. WAIVER AND CUMULATIVE REMEDIES 82 49. RELATIONSHIP OF THE PARTIES 83 50. PREVENTION OF FRAUD AND BRIBERY 83 51. SEVERANCE 85 52. FURTHER ASSURANCES 85 53. ENTIRE AGREEMENT 86 54. THIRD PARTY RIGHTS 86 55. NOTICES 86 56. DISPUTE RESOLUTION 88 57. GOVERNING LAW AND JURISDICTION 88 CALL OFF SCHEDULE 1: DEFINITIONS 89 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 ANNEX 1: the Services 115 ANNEX 2: THE goods 116 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 ANNEX 1: CALL OFF CONTRACT CHARGES 123 ANNEX 2: PAYMENT TERMS/PROFILE 124 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 CALL OFF SCHEDULE 5: TESTING 126 ANNEX 1: SATISFACTION CERTIFICATE 129 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 CALL OFF SCHEDULE 7: SECURITY 138 ANNEX 1: SECURITY POLICY 150 ANNEX 2: Security Management Plan 151 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 ANNEX TO PART A: PENSIONS 179 ANNEX TO PART B: Pensions 188 ANNEX to schedule 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 CALL OFF SCHEDULE 12: VARIATION FORM 208 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIES

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or and Services in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 22 1. DEFINITIONS AND INTERPRETATION 19 22 2. DUE DILIGENCE 20 23 3. REPRESENTATIONS AND WARRANTIES 21 24 4. CALL OFF GUARANTEe 22 25 B. DURATION OF CALL OFF CONTRACT 23 26 5. CALL OFF CONTRACT PERIOD 23 26 C. CALL OFF CONTRACT PERFORMANCE 23 26 6. IMPLEMENTATION PLAN 23 26 7. GOODS AND/ OR SERVICES 25 28 8. Services 27 30 9. GOODS 28 31 10. INSTALLATION WORKS 31 34 11. STANDARDS AND QUALITY 31 35 12. TESTING 32 35 13. SERVICE LEVELS AND SERVICE CREDITS 32 35 14. CRITICAL SERVICE LEVEL FAILURE 33 36 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 37 16. DISRUPTION 34 37 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 38 18. CONTINUOUS IMPROVEMENT 35 38 D. CALL OFF CONTRACT GOVERNANCE 35 39 19. PERFORMANCE MONITORING 35 39 20. REPRESENTATIVES 35 39 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 39 22. CHANGE 38 41 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 43 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 43 24. PROMOTING TAX COMPLIANCE 42 45 25. BENCHMARKING 42 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 26. KEY PERSONNEL 42 27. SUPPLIER PERSONNEL 43 28. STAFF TRANSFER 45 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 G. PROPERTY MATTERS 50 30. CUSTOMER PREMISES 50 31. CUSTOMER PROPERTY 51 32. SUPPLIER EQUIPMENT 52 X. INTELLECTUAL PROPERTY AND INFORMATION 53 33. INTELLECTUAL PROPERTY RIGHTS 53 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 I. LIABILITY AND INSURANCE 67 36. LIABILITY 67 37. INSURANCE 70 X. XXXXXXXX AND RELIEF 70 38. CUSTOMER REMEDIES FOR DEFAULT 70 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 40. FORCE MAJEURE 74 K. TERMINATION AND EXIT MANAGEMENT 76 41. CUSTOMER TERMINATION RIGHTS 76 42. SUPPLIER TERMINATION RIGHTS 78 43. TERMINATION BY EITHER PARTY 79 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 L. MISCELLANEOUS AND GOVERNING LAW 81 46. COMPLIANCE 81 47. ASSIGNMENT AND NOVATION 82 48. WAIVER AND CUMULATIVE REMEDIES 82 49. RELATIONSHIP OF THE PARTIES 83 50. PREVENTION OF FRAUD AND BRIBERY 83 51. SEVERANCE 85 52. FURTHER ASSURANCES 85 53. ENTIRE AGREEMENT 86 54. THIRD PARTY RIGHTS 86 55. NOTICES 86 56. DISPUTE RESOLUTION 88 57. GOVERNING LAW AND JURISDICTION 88 CALL OFF SCHEDULE 1: DEFINITIONS 89 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 ANNEX 1: the Services 115 ANNEX 2: THE goods 116 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 ANNEX 1: CALL OFF CONTRACT CHARGES 123 ANNEX 2: PAYMENT TERMS/PROFILE 124 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 CALL OFF SCHEDULE 5: TESTING 126 ANNEX 1: SATISFACTION CERTIFICATE 129 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 CALL OFF SCHEDULE 7: SECURITY 138 ANNEX 1: SECURITY POLICY 150 ANNEX 2: Security Management Plan 151 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 ANNEX TO PART A: PENSIONS 179 ANNEX TO PART B: Pensions 188 ANNEX to schedule 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 CALL OFF SCHEDULE 12: VARIATION FORM 208 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIES

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods Products and/or Services in Servicesin accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 22 1. DEFINITIONS AND INTERPRETATION 19 22 2. DUE DILIGENCE 20 23 3. REPRESENTATIONS AND WARRANTIES 21 24 4. CALL OFF GUARANTEe 22 26 B. DURATION OF CALL OFF CONTRACT 23 26 5. CALL OFF CONTRACT PERIOD 23 26 C. CALL OFF CONTRACT PERFORMANCE 23 26 6. IMPLEMENTATION PLAN 23 7. GOODS AND/ OR SERVICES 25 8. Services 27 9. GOODS 28 10. INSTALLATION WORKS 31 11. STANDARDS AND QUALITY 31 12. TESTING 32 13. SERVICE LEVELS AND SERVICE CREDITS 32 14. CRITICAL SERVICE LEVEL FAILURE 33 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 16. DISRUPTION 34 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 18. CONTINUOUS IMPROVEMENT 35 D. CALL OFF CONTRACT GOVERNANCE 35 19. PERFORMANCE MONITORING 35 20. REPRESENTATIVES 35 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 22. CHANGE 38 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 24. PROMOTING TAX COMPLIANCE 42 25. BENCHMARKING 42 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 26. KEY PERSONNEL 42 27. SUPPLIER PERSONNEL 43 28. STAFF TRANSFER 45 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 G. PROPERTY MATTERS 50 30. CUSTOMER PREMISES 50 31. CUSTOMER PROPERTY 51 32. SUPPLIER EQUIPMENT 52 X. INTELLECTUAL PROPERTY AND INFORMATION 53 33. INTELLECTUAL PROPERTY RIGHTS 53 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 I. LIABILITY AND INSURANCE 67 36. LIABILITY 67 37. INSURANCE 70 X. XXXXXXXX AND RELIEF 70 38. CUSTOMER REMEDIES FOR DEFAULT 70 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 40. FORCE MAJEURE 74 K. TERMINATION AND EXIT MANAGEMENT 76 41. CUSTOMER TERMINATION RIGHTS 76 42. SUPPLIER TERMINATION RIGHTS 78 43. TERMINATION BY EITHER PARTY 79 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 L. MISCELLANEOUS AND GOVERNING LAW 81 46. COMPLIANCE 81 47. ASSIGNMENT AND NOVATION 82 48. WAIVER AND CUMULATIVE REMEDIES 82 49. RELATIONSHIP OF THE PARTIES 83 50. PREVENTION OF FRAUD AND BRIBERY 83 51. SEVERANCE 85 52. FURTHER ASSURANCES 85 53. ENTIRE AGREEMENT 86 54. THIRD PARTY RIGHTS 86 55. NOTICES 86 56. DISPUTE RESOLUTION 88 57. GOVERNING LAW AND JURISDICTION 88 CALL OFF SCHEDULE 1: DEFINITIONS 89 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 ANNEX 1: the Services 115 ANNEX 2: THE goods 116 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 ANNEX 1: CALL OFF CONTRACT CHARGES 123 ANNEX 2: PAYMENT TERMS/PROFILE 124 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 CALL OFF SCHEDULE 5: TESTING 126 ANNEX 1: SATISFACTION CERTIFICATE 129 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 CALL OFF SCHEDULE 7: SECURITY 138 ANNEX 1: SECURITY POLICY 150 ANNEX 2: Security Management Plan 151 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 ANNEX TO PART A: PENSIONS 179 ANNEX TO PART B: Pensions 188 ANNEX to schedule 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 CALL OFF SCHEDULE 12: VARIATION FORM 208 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIES

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or Services in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 20 1. DEFINITIONS AND INTERPRETATION 19 20 2. DUE DILIGENCE 20 21 3. REPRESENTATIONS AND WARRANTIES 21 22 4. CALL OFF GUARANTEe 22 24 B. DURATION OF CALL OFF CONTRACT 23 24 5. CALL OFF CONTRACT PERIOD 23 24 C. CALL OFF CONTRACT PERFORMANCE 23 24 6. IMPLEMENTATION PLAN 23 24 7. GOODS AND/ OR SERVICES 25 26 8. Services 27 28 9. GOODS 28 NOT USED 29 10. INSTALLATION WORKS 31 NOT USED 32 11. STANDARDS AND QUALITY 31 33 12. TESTING 32 NOT USED 33 13. SERVICE LEVELS AND SERVICE CREDITS 32 34 14. CRITICAL SERVICE LEVEL FAILURE 33 35 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 35 16. DISRUPTION 34 35 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 36 18. CONTINUOUS IMPROVEMENT 35 36 D. CALL OFF CONTRACT GOVERNANCE 35 37 19. PERFORMANCE MONITORING 35 37 20. REPRESENTATIVES 35 37 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 37 22. CHANGE 38 39 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 41 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 41 24. PROMOTING TAX COMPLIANCE 42 43 25. BENCHMARKING 42 44 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 44 26. KEY PERSONNEL 42 44 27. SUPPLIER PERSONNEL 43 45 28. STAFF TRANSFER 45 47 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 48 G. PROPERTY MATTERS 50 52 30. CUSTOMER PREMISES 50 52 31. CUSTOMER PROPERTY 51 53 32. SUPPLIER EQUIPMENT 52 54 X. INTELLECTUAL PROPERTY AND INFORMATION 53 55 33. INTELLECTUAL PROPERTY RIGHTS 53 55 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 66 I. LIABILITY AND INSURANCE 67 36. LIABILITY 67 37. INSURANCE 70 69 X. XXXXXXXX AND RELIEF 70 38. CUSTOMER REMEDIES FOR DEFAULT 70 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 40. FORCE MAJEURE 74 73 K. TERMINATION AND EXIT MANAGEMENT 76 75 41. CUSTOMER TERMINATION RIGHTS 76 75 42. SUPPLIER TERMINATION RIGHTS 78 77 43. TERMINATION BY EITHER PARTY 79 78 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 78 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 L. MISCELLANEOUS AND GOVERNING LAW 81 80 46. COMPLIANCE 81 80 47. ASSIGNMENT AND NOVATION 82 81 48. WAIVER AND CUMULATIVE REMEDIES 82 49. RELATIONSHIP OF THE PARTIES 83 82 50. PREVENTION OF FRAUD AND BRIBERY 83 82 51. SEVERANCE 85 84 52. FURTHER ASSURANCES 85 84 53. ENTIRE AGREEMENT 86 84 54. THIRD PARTY RIGHTS 86 84 55. NOTICES 86 85 56. DISPUTE RESOLUTION 88 86 57. GOVERNING LAW AND JURISDICTION 88 86 CALL OFF SCHEDULE 1: DEFINITIONS 89 87 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 111 ANNEX 1: the Services 115 THE SERVICES 112 ANNEX 2: THE goods 116 GOODS 113 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 114 ANNEX 1: CALL OFF CONTRACT CHARGES 123 120 ANNEX 2: PAYMENT TERMS/PROFILE 124 121 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 122 1. INTRODUCTION 122 CALL OFF SCHEDULE 5: TESTING 126 ANNEX NOT USED 123 Annex 1: SATISFACTION CERTIFICATE 129 NOT USED 126 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 127 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 131 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 133 1. PRINCIPAL POINTS 133 CALL OFF SCHEDULE 7: SECURITY 138 135 ANNEX 1: SECURITY POLICY 150 Security Policy 147 ANNEX 2: Security Management Plan 151 SECURITY MANAGEMENT PLAN 148 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 149 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 156 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 167 ANNEX TO PART A: PENSIONS 179 177 ANNEX TO PART B: Pensions 188 PENSIONS 186 ANNEX to schedule TO SCHEDULE 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 200 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 201 CALL OFF SCHEDULE 12: VARIATION FORM 208 CALL OFF 206 call off SCHEDULE 13: TRANSPARENCY REPORTS 210 208 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 209 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 210 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] 222 PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIESCONDITIONS

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or Services in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 18 1. DEFINITIONS AND INTERPRETATION 19 18 2. DUE DILIGENCE 20 19 3. REPRESENTATIONS AND WARRANTIES 21 20 4. CALL OFF GUARANTEe 22 B. DURATION OF CALL OFF CONTRACT 23 22 5. CALL OFF CONTRACT PERIOD 23 22 C. CALL OFF CONTRACT PERFORMANCE 23 22 6. IMPLEMENTATION PLAN 23 22 7. GOODS AND/ OR SERVICES 25 24 8. Services 27 26 9. GOODS 28 27 10. INSTALLATION WORKS 31 30 11. STANDARDS AND QUALITY 31 12. TESTING 32 31 13. SERVICE LEVELS AND SERVICE CREDITS 32 14. CRITICAL SERVICE LEVEL FAILURE 33 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 33 16. DISRUPTION 34 33 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 18. CONTINUOUS IMPROVEMENT 35 34 D. CALL OFF CONTRACT GOVERNANCE 35 19. PERFORMANCE MONITORING 35 20. REPRESENTATIVES 35 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 35 22. CHANGE 38 37 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 39 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 39 24. PROMOTING TAX COMPLIANCE 42 41 25. BENCHMARKING 42 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 26. KEY PERSONNEL 42 27. SUPPLIER PERSONNEL 43 44 28. STAFF TRANSFER 45 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 G. PROPERTY MATTERS 50 30. CUSTOMER PREMISES 50 51 31. CUSTOMER PROPERTY 51 32. SUPPLIER EQUIPMENT 52 X. INTELLECTUAL PROPERTY AND INFORMATION 53 33. INTELLECTUAL PROPERTY RIGHTS 53 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 I. LIABILITY AND INSURANCE 67 68 36. LIABILITY 67 68 37. INSURANCE 70 X. XXXXXXXX AND RELIEF 70 71 38. CUSTOMER REMEDIES FOR DEFAULT 70 71 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 73 40. FORCE MAJEURE 74 K. TERMINATION AND EXIT MANAGEMENT 76 41. CUSTOMER TERMINATION RIGHTS 76 42. SUPPLIER TERMINATION RIGHTS 78 43. TERMINATION BY EITHER PARTY 79 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 80 L. MISCELLANEOUS AND GOVERNING LAW 81 46. COMPLIANCE 81 47. ASSIGNMENT AND NOVATION 82 48. WAIVER AND CUMULATIVE REMEDIES 82 83 49. RELATIONSHIP OF THE PARTIES 83 50. PREVENTION OF FRAUD AND BRIBERY 83 51. SEVERANCE 85 52. FURTHER ASSURANCES 85 53. ENTIRE AGREEMENT 86 85 54. THIRD PARTY RIGHTS 86 55. NOTICES 86 56. DISPUTE RESOLUTION 88 87 57. GOVERNING LAW AND JURISDICTION 88 87 CALL OFF SCHEDULE 1: DEFINITIONS 89 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 115 ANNEX 1: the Services 115 THE SERVICES 116 ANNEX 2: THE goods 116 GOODS 117 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 118 ANNEX 1: CALL OFF CONTRACT CHARGES 123 125 ANNEX 2: PAYMENT TERMS/PROFILE 124 126 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 127 CALL OFF SCHEDULE 5: TESTING 126 128 ANNEX 1: SATISFACTION CERTIFICATE 129 131 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 132 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 136 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 138 CALL OFF SCHEDULE 7: SECURITY 138 140 ANNEX 1: SECURITY POLICY 150 152 ANNEX 2: Security Management Plan 151 SECURITY MANAGEMENT PLAN 153 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 154 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 161 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 172 ANNEX TO PART A: PENSIONS 179 181 ANNEX TO PART B: Pensions 188 PENSIONS 190 ANNEX to schedule TO SCHEDULE 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 204 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 205 CALL OFF SCHEDULE 12: VARIATION FORM 208 211 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 213 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 214 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 215 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] 228 PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE RECITAL A HAS BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 1.2 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITIONDIRECT AWARD. Where recitals B to E have been selected in the Call Off Order Form, the Customer has followed the call off procedure set out in paragraph 1.3 of Framework Schedule 5 (Call Off Procedure) and has awarded this Call Off Contract to the Supplier by way of further competition. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIES

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or Services and delivery of purchased Goods in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. NOT USED 17 B. NOT USED 17 C. NOT USED 17 D. NOT USED 17 A. PRELIMINARIES 19 117 2. DEFINITIONS AND INTERPRETATION 19 217 3. DUE DILIGENCE 20 318 4. REPRESENTATIONS AND WARRANTIES 21 419 5. CALL OFF GUARANTEe 22 – NOT USED 20 B. DURATION OF CALL OFF CONTRACT 23 520 6. CALL OFF CONTRACT PERIOD 23 20 C. CALL OFF CONTRACT PERFORMANCE 23 621 7. IMPLEMENTATION PLAN 23 7. GOODS AND/ OR SERVICES 25 8. Services 27 9. GOODS 28 10. INSTALLATION WORKS 31 11. STANDARDS AND QUALITY 31 12. TESTING 32 13. SERVICE LEVELS AND SERVICE CREDITS 32 14. CRITICAL SERVICE LEVEL FAILURE 33 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 16. DISRUPTION 34 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 18. CONTINUOUS IMPROVEMENT 35 D. CALL OFF CONTRACT GOVERNANCE 35 19. PERFORMANCE MONITORING 35 20. REPRESENTATIVES 35 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 22. CHANGE 38 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 24. PROMOTING TAX COMPLIANCE 42 25. BENCHMARKING 42 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 26. KEY PERSONNEL 42 27. SUPPLIER PERSONNEL 43 28. STAFF TRANSFER 45 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 G. PROPERTY MATTERS 50 30. CUSTOMER PREMISES 50 31. CUSTOMER PROPERTY 51 32. SUPPLIER EQUIPMENT 52 X. INTELLECTUAL PROPERTY AND INFORMATION 53 33. INTELLECTUAL PROPERTY RIGHTS 53 34. SECURITY AND PROTECTION OF INFORMATION 59 35. PUBLICITY AND BRANDING 67 I. LIABILITY AND INSURANCE 67 36. LIABILITY 67 37. INSURANCE 70 X. XXXXXXXX AND RELIEF 70 38. CUSTOMER REMEDIES FOR DEFAULT 70 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 40. FORCE MAJEURE 74 K. TERMINATION AND EXIT MANAGEMENT 76 41. CUSTOMER TERMINATION RIGHTS 76 42. SUPPLIER TERMINATION RIGHTS 78 43. TERMINATION BY EITHER PARTY 79 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 L. MISCELLANEOUS AND GOVERNING LAW 81 46. COMPLIANCE 81 47. ASSIGNMENT AND NOVATION 82 48. WAIVER AND CUMULATIVE REMEDIES 82 49. RELATIONSHIP OF THE PARTIES 83 50. PREVENTION OF FRAUD AND BRIBERY 83 51. SEVERANCE 85 52. FURTHER ASSURANCES 85 53. ENTIRE AGREEMENT 86 54. THIRD PARTY RIGHTS 86 55. NOTICES 86 56. DISPUTE RESOLUTION 88 57. GOVERNING LAW AND JURISDICTION 88 CALL OFF SCHEDULE 1: DEFINITIONS 89 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 ANNEX 1: the Services 115 ANNEX 2: THE goods 116 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 ANNEX 1: CALL OFF CONTRACT CHARGES 123 ANNEX 2: PAYMENT TERMS/PROFILE 124 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 CALL OFF SCHEDULE 5: TESTING 126 ANNEX 1: SATISFACTION CERTIFICATE 129 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 CALL OFF SCHEDULE 7: SECURITY 138 ANNEX 1: SECURITY POLICY 150 ANNEX 2: Security Management Plan 151 CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 ANNEX TO PART A: PENSIONS 179 ANNEX TO PART B: Pensions 188 ANNEX to schedule 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 CALL OFF SCHEDULE 12: VARIATION FORM 208 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIES

Call Off Tender. In Schedule 15 (Call Off Tender) Guidance Note: If you award the Call Off Contract following a further Competition Procedure, insert in Schedule 15 (Call Off Tender) a copy of the Call Off Tender submitted by the Supplier in response to the Customer’s Statement of Requirements. FORMATION OF CALL OFF CONTRACT BY SIGNING AND RETURNING THIS CALL OFF ORDER FORM (which may be done by electronic means) the Supplier agrees to enter a Call Off Contract with the Customer to provide the Goods and/or Services in accordance with the terms Call Off Order Form and the Call Off Terms. The Parties hereby acknowledge and agree that they have read the Call Off Order Form and the Call Off Terms and by signing below agree to be bound by this Call Off Contract. In accordance with paragraph 7 of Framework Schedule 5 (Call Off Procedure), the Parties hereby acknowledge and agree that this Call Off Contract shall be formed when the Customer acknowledges (which may be done by electronic means) the receipt of the signed copy of the Call Off Order Form from the Supplier within two (2) Working Days from such receipt. For and on behalf of the Supplier: Name and Title Signature Date For and on behalf of the Customer: Name and Title Signature Date TABLE OF CONTENT A. PRELIMINARIES 19 1. DEFINITIONS AND INTERPRETATION 19 2. DUE DILIGENCE 20 3. REPRESENTATIONS AND WARRANTIES 21 4. CALL OFF GUARANTEe 22 B. DURATION OF CALL OFF CONTRACT 23 5. CALL OFF CONTRACT PERIOD 23 C. CALL OFF CONTRACT PERFORMANCE 23 6. IMPLEMENTATION PLAN 23 7. GOODS AND/ OR SERVICES 25 8. Services 27 9. GOODS (NOT USED) 28 10. INSTALLATION WORKS 31 (NOT USED) 28 11. STANDARDS AND QUALITY 31 28 12. TESTING 32 29 13. SERVICE LEVELS AND SERVICE CREDITS 32 29 14. CRITICAL SERVICE LEVEL FAILURE 33 30 15. BUSINESS CONTINUITY AND DISASTER RECOVERY 34 30 16. DISRUPTION 34 31 17. SUPPLIER NOTIFICATION OF CUSTOMER CAUSE 34 31 18. CONTINUOUS IMPROVEMENT 35 31 D. CALL OFF CONTRACT GOVERNANCE 35 32 19. PERFORMANCE MONITORING 35 32 20. REPRESENTATIVES 35 32 21. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA 36 32 22. CHANGE 38 34 E. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS 40 37 23. CALL OFF CONTRACT CHARGES AND PAYMENT 40 37 24. PROMOTING TAX COMPLIANCE 42 39 25. BENCHMARKING 42 39 F. SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS 42 40 26. KEY PERSONNEL 42 40 27. SUPPLIER PERSONNEL 43 41 28. STAFF TRANSFER 45 42 29. SUPPLY CHAIN RIGHTS AND PROTECTION 46 42 G. PROPERTY MATTERS 50 48 30. CUSTOMER PREMISES 50 48 31. CUSTOMER PROPERTY 51 49 32. SUPPLIER EQUIPMENT 52 50 X. INTELLECTUAL PROPERTY AND INFORMATION 53 50 33. INTELLECTUAL PROPERTY RIGHTS 53 50 34. SECURITY AND PROTECTION OF INFORMATION 59 51 35. PUBLICITY AND BRANDING 67 66 I. LIABILITY AND INSURANCE 67 66 36. LIABILITY 67 66 37. INSURANCE 70 68 X. XXXXXXXX AND RELIEF 70 69 38. CUSTOMER REMEDIES FOR DEFAULT 70 69 39. SUPPLIER RELIEF DUE TO CUSTOMER CAUSE 72 71 40. FORCE MAJEURE 74 73 K. TERMINATION AND EXIT MANAGEMENT 76 74 41. CUSTOMER TERMINATION RIGHTS 76 75 42. SUPPLIER TERMINATION RIGHTS 78 77 43. TERMINATION BY EITHER PARTY 79 77 44. PARTIAL TERMINATION, SUSPENSION AND PARTIAL SUSPENSION 79 78 45. CONSEQUENCES OF EXPIRY OR TERMINATION 79 78 L. MISCELLANEOUS AND GOVERNING LAW 81 80 46. COMPLIANCE 81 80 47. ASSIGNMENT AND NOVATION 82 81 48. WAIVER AND CUMULATIVE REMEDIES 82 81 49. RELATIONSHIP OF THE PARTIES 83 82 50. PREVENTION OF FRAUD AND BRIBERY 83 82 51. SEVERANCE 85 83 52. FURTHER ASSURANCES 85 83 53. ENTIRE AGREEMENT 86 84 54. THIRD PARTY RIGHTS 86 84 55. NOTICES 86 84 56. DISPUTE RESOLUTION 88 85 57. GOVERNING LAW AND JURISDICTION 88 86 CALL OFF SCHEDULE 1: DEFINITIONS 89 87 CALL OFF SCHEDULE 2: GOODS AND/OR SERVICES 114 111 ANNEX 1: the Services 115 ANNEX 2: THE goods 116 112 CALL OFF SCHEDULE 3: CALL OFF CONTRACT CHARGES, PAYMENT AND INVOICING 117 113 ANNEX 1: CALL OFF CONTRACT CHARGES 123 119 ANNEX 2: PAYMENT TERMS/PROFILE 124 120 CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN 125 121 CALL OFF SCHEDULE 5: TESTING 126 122 ANNEX 1: SATISFACTION CERTIFICATE 129 125 CALL OFF SCHEDULE 6: SERVICE LEVELS, SERVICE CREDITS AND PERFORMANCE MONITORING 130 126 ANNEX 1 TO PART A: SERVICE LEVELS AND SERVICE CREDITS TABLE 134 130 ANNEX 1 TO PART B: PERFORMANCE MONITORING 136 132 CALL OFF SCHEDULE 7: SECURITY 138 REQUIREMENTS 134 ANNEX 1: SECURITY POLICY 150 REQUIREMENTS AT OFFICIAL CLASSIFICATION 135. ANNEX 2: Security Management Plan 151 SecuritY REQUIREMENTS UP TO SECRET AND TOP SECRET CLASSIFICATION 141. CALL OFF SCHEDULE 8: BUSINESS CONTINUITY AND DISASTER RECOVERY 152 159 CALL OFF SCHEDULE 9: EXIT MANAGEMENT 159 166 CALL OFF SCHEDULE 10: STAFF TRANSFER 170 ANNEX TO PART A: PENSIONS 179 ANNEX TO PART B: Pensions 188 ANNEX to schedule 10: LIST OF NOTIFIED SUB-CONTRACTORS 201 178 CALL OFF SCHEDULE 11: DISPUTE RESOLUTION PROCEDURE 202 203 CALL OFF SCHEDULE 12: VARIATION FORM 208 210 CALL OFF SCHEDULE 13: TRANSPARENCY REPORTS 210 ANNEX 1: LIST OF TRANSPARENCY REPORTS 211 211. CALL OFF SCHEDULE 14: ALTERNATIVE AND/OR ADDITIONAL CLAUSES 212 214 CALL OFF SCHEDULE 15: CALL OFF TENDER 229 [CALL OFF SCHEDULE 16: LIFE CHANCES …………………………………………………………………………..…………230 CALL OFF SCHEDULE 17: WELSH LANGUAGE SCHEME ……………………………………………………………….229] 227 PART 2 – [TEMPLATE] CALL OFF TERMS TERMS AND CONDITIONS RECITALS NOT USED WHERE RECITALS B TO E HAVE BEEN SELECTED IN THE CALL OFF ORDER FORM, THE CUSTOMER HAS FOLLOWED THE CALL OFF PROCEDURE SET OUT IN PARAGRAPH 1.3 OF FRAMEWORK SCHEDULE 5 (CALL OFF PROCEDURE) AND HAS AWARDED THIS CALL OFF CONTRACT TO THE SUPPLIER BY WAY OF FURTHER COMPETITION. THE CUSTOMER ISSUED ITS STATEMENT OF REQUIREMENTS FOR THE PROVISION OF THE GOODS AND/OR SERVICES ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM. IN RESPONSE TO THE STATEMENT OF REQUIREMENTS THE SUPPLIER SUBMITTED A CALL OFF TENDER TO THE CUSTOMER ON THE DATE SPECIFIED AT PARAGRAPH 10.1 OF THE CALL OFF ORDER FORM THROUGH WHICH IT PROVIDED TO THE CUSTOMER ITS SOLUTION FOR PROVIDING THE GOODS AND/OR SERVICES. ON THE BASIS OF THE CALL OFF TENDER, THE CUSTOMER SELECTED THE SUPPLIER TO PROVIDE THE GOODS AND/OR SERVICES TO THE CUSTOMER IN ACCORDANCE WITH THE TERMS OF THIS CALL OFF CONTRACT. PRELIMINARIESCONDITIONS