Common use of Criminal damage Clause in Contracts

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not used. Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, form set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations. 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 this Call-Off Contract. ESI Reference Number The 14 digit ESI reference number from the summary of the outcome screen of the ESI tool. Employment Status Indicator test tool or ESI tool The HMRC Employment Status Indicator test tool. The most up-todate version must be used. At the time of drafting the tool may be found here: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/guidance/check-employment-status-fortax Expiry Date The expiry date of this Call-Off Contract in the Order Form.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Call- Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not applicable to this contract. Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations. 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 this Call-Off Contract. ESI Reference Number The 14 digit ESI reference number from the summary of the outcome screen of the ESI tool. Employment Status Indicator test tool or ESI tool The HMRC Employment Status Indicator test tool. The most up-to-date version must be used. At the time of drafting the tool may be found here: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/guidance/check-employment-status-fortax Expiry Date The expiry date of this Call-Off Contract in the Order Form. Financial Metrics The following financial and accounting measures: ▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ score of xx Operating Profit Margin of x% Net Worth of x Quick Ratio of xxx Force Majeure A force Majeure event means anything affecting either Party's performance of their obligations arising from any: acts, events or omissions beyond the reasonable control of the affected Party riots, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare acts of government, local government or Regulatory Bodies fire, flood or disaster and any failure or shortage of power or fuel industrial dispute affecting a third party for which a substitute third party isn’t reasonably available The following do not constitute a Force Majeure event: any industrial dispute about the Supplier, its staff, or failure in the Supplier’s (or a Subcontractor's) supply chain any event which is attributable to the wilful act, neglect or failure to take reasonable precautions by the Party seeking to rely on Force Majeure the event was foreseeable by the Party seeking to rely on Force Majeure at the time this Call-Off Contract was entered into any event which is attributable to the Party seeking to rely on Force Majeure and its failure to comply with its own business continuity and disaster recovery plans Former Supplier A supplier supplying services to the Buyer before the Start date that are the same as or substantially similar to the Services. This also includes any Subcontractor or the Supplier (or any subcontractor of the Subcontractor). Framework Agreement The clauses of framework agreement RM1557.14 together with the Framework Schedules. Fraud Any offence under Laws 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 Call-Off Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not used Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ⚫ owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ⚫ created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Call- Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, form set out at Schedule 3, 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 end-to-to- end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ⚫ information about 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 ⚫ other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ⚫ breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ⚫ other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Docusign Envelope ID: Schedule 5: Guarantee – (NOT USED USED) Docusign Envelope ID: Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. Docusign Envelope ID: 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Docusign Envelope ID: Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations. 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 this Call-Off Contract. ESI Reference Number The 14 digit ESI reference number from the summary of the outcome screen of the ESI tool. Employment Status Indicator test tool or ESI tool The HMRC Employment Status Indicator test tool. The most up-to-date version must be used. At the time of drafting the tool may be found here: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/guidance/check-employment-status-fortax Expiry Date The expiry date of this Call-Off Contract in the Order Form. Financial Metrics The following financial and accounting measures: ▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ score of 50 Operating Profit ▇▇▇▇▇▇ of 2% Net Worth of 0 Quick Ratio of 0.7 Docusign Envelope ID: Force Majeure A force Majeure event means anything affecting either Party's performance of their obligations arising from any: ● acts, events or omissions beyond the reasonable con- trol of the affected Party ● riots, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare ● acts of government, local government or Regulatory Bodies ● fire, flood or disaster and any failure or shortage of power or fuel ● industrial dispute affecting a third party for which a sub- stitute third party isn’t reasonably available The following do not constitute a Force Majeure event: ● any industrial dispute about the Supplier, its staff, or failure in the Supplier’s (or a Subcontractor's) supply chain ● any event which is attributable to the wilful act, neglect or failure to take reasonable precautions by the Party seeking to rely on Force Majeure ● the event was foreseeable by the Party seeking to rely on Force Majeure at the time this Call-Off Contract was en- tered into any event which is attributable to the Party seeking to rely on Force Majeure and its failure to comply with its own business continuity and disaster recovery plans Former Supplier A supplier supplying services to the Buyer before the Start date that are the same as or substantially similar to the Services. This also includes any Subcontractor or the Supplier (or any subcontractor of the Subcontractor). Framework Agreement The clauses of framework agreement RM1557.14 together with the Framework Schedules. Fraud Any offence under Laws 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 Call-Off Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean; terms used in this Call-Off Contract may also be defined elsewhere in this Call-Off Contract: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause Section 2 (ServicesServices Offered) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED [Not required] Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Call- Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED N/A Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Call- Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) . (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable for this contract. Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Call- Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Guarantee-N/A Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, form set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not used Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Call- Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not needed. Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED N/A Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) . (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not Applicable Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause Section 2 (ServicesServices Offered) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the PlatformDigital Marketplace). Audit An audit carried out under the incorporated Framework Agreement clausesclauses specified by the Buyer in the Order (if any). Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, form set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract Framework Agreement and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's ’s Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, Contract but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked '‘confidential'’). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR GDPR. Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) ). End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations. 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 this Call-Off Contract. ESI Reference Number The 14 digit ESI reference number from the summary of the outcome screen of the ESI tool. Employment Status Indicator test tool or ESI tool The HMRC Employment Status Indicator test tool. The most up-to-date version must be used. At the time of drafting the tool may be found here: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/guidance/check-employment-status-fortax Expiry Date The expiry date of this Call-Off Contract in the Order Form. Financial Metrics The following financial and accounting measures: ● ▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ score of 50 or above ● Operating Profit Margin of 2% or above ● Net Worth of above £0 (positive) ● Quick Ratio of 0.7 or above Force Majeure A force Majeure event means anything affecting either Party's performance of their obligations arising from any: ● acts, events or omissions beyond the reasonable control of the affected Party ● riots, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare ● acts of government, local government or Regulatory Bodies ● fire, flood or disaster and any failure or shortage of power or fuel ● industrial dispute affecting a third party for which a substitute third party isn’t reasonably available The following do not constitute a Force Majeure event: ● any industrial dispute about the Supplier, its staff, or failure in the Supplier’s (or a Subcontractor's) supply chain ● any event which is attributable to the wilful act, neglect or failure to take reasonable precautions by the Party seeking to rely on Force Majeure ● the event was foreseeable by the Party seeking to rely on Force Majeure at the time this Call-Off Contract was entered into ● any event which is attributable to the Party seeking to rely on Force Majeure and its failure to comply with its own business continuity and disaster recovery plans. Former Supplier A supplier supplying services to the Buyer before the Start date that are the same as or substantially similar to the Services. This also includes any Subcontractor or the Supplier (or any subcontractor of the Subcontractor). Framework Agreement The clauses of framework agreement RM1557.14 together with the Framework Schedules.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. N/A Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Not required Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-HowKnowHow, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: ● information about 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 ● other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off CallOff Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: ● breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) ● other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Buyer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer under any insurance policy). 2.7.2 If during the Call-Off Contract Term any assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the Buyer’s cost and the Supplier will (at no additional cost to the Buyer) provide any help the Buyer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant assets towards the repair, reinstatement or replacement of the assets affected. Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.

Criminal damage. 2.7.1 The Supplier will maintain standards of vigilance and will take all precautions as advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 or as may be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate compen- sate the Buyer Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Buyer Customer under any insurance policy). 2.7.2 If during the Call-Off Contract Term Period any assets (or any part thereof) is or are damaged or destroyed de- stroyed by any circumstance giving rise to a claim for compensation under the provisions of the Compensation Order the following provisions of this clause 2.7 will apply. 2.7.3 The Supplier will make (or will procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as possible after the CDO Event and will pursue any claim diligently and at its cost. If appropriate, the Buyer Customer will also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the BuyerCustomer’s cost and the Supplier will (at no additional cost to the BuyerCustomer) provide any help the Buyer Customer reasonably requires with the appeal. 2.7.4 The Supplier will apply any compensation paid under the Compensation Order in respect of damage dam- age to the relevant assets towards the repair, reinstatement or replacement of the assets affectedaf- fected. N/A Schedule 5: Guarantee – NOT USED Schedule 6: Glossary and interpretations In this Call-Off Contract the following expressions mean: Expression Meaning Additional Services Any services ancillary to the G-Cloud Services that are in the scope of Framework Agreement Clause 2 (Services) which a Buyer may request. Admission Agreement The agreement to be entered into to enable the Supplier to participate in the relevant Civil Service pension scheme(s). Application The response submitted by the Supplier to the Invitation to Tender (known as the Invitation to Apply on the Platform). Audit An audit carried out under the incorporated Framework Agreement clauses. Background IPRs For each Party, IPRs: ● owned by that Party before the date of this Call-Off Contract (as may be enhanced and/or modified but not as a consequence of the Services) including IPRs contained in any of the Party's Know-How, documentation and processes ● created by the Party independently of this Call-Off Contract, or For the Buyer, Crown Copyright which isn’t available to the Supplier otherwise other- wise than under this Call-Off Contract, but excluding IPRs owned by that Party in Buyer software or Supplier software. Buyer The contracting authority ordering services as set out in the Order Form. Buyer Data All data supplied by the Buyer to the Supplier including Personal Data and Service Data that is owned and managed by the Buyer. Buyer Personal Data The Personal Data supplied by the Buyer to the Supplier for purposes of, or in connection with, this Call-Off Contract. Buyer Representative The representative appointed by the Buyer under this Call-Off Contract. Buyer Software Software owned by or licensed to the Buyer (other than under this Agreement), which is or will be used by the Supplier to provide the Services. Call-Off Contract This call-off contract entered into following the provisions of the Framework Agreement for the provision of Services made between the Buyer and the Supplier comprising the Order Form, the Call-Off terms and conditions, the Call-Off schedules and the Collaboration Agreement. Charges The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under this Call-Off Contract. Collaboration Agreement An agreement, substantially in the form, set out at Schedule 3, 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 end-to-end services across its IT estate. Commercially Sensitive Information Information, which the Buyer has been notified about by the Supplier in writing before the Start date with full details of why the Information is deemed to be commercially sensitive. Confidential Information Data, Personal Data and any information, which may include (but isn’t limited to) any: information about 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 other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). Control ‘Control’ as defined in section 1124 and 450 of the Corporation Tax Act 2010. 'Controls' and 'Controlled' will be interpreted accordingly. Controller Takes the meaning given in the UK GDPR. 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, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies carrying out functions on its behalf. Data Loss Event Event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Call-Off Contract and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach. Data Protection Impact Assessment (DPIA) An assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data. Data Protection Legislation (DPL) (i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy; (iii) all applicable Law about the Processing of Personal Data and privacy. Data Subject Takes the meaning given in the UK GDPR Default Default is any: breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) other default, negligence or negligent statement of the Supplier, of its Subcontractors or any Supplier Staff (whether by act or omission), in connection with or in relation to this Call-Off Contract Unless otherwise specified in the Framework Agreement 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. DPA 2018 Data Protection Act 2018. Employment Regulations The Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (‘TUPE’) . End Means to terminate; and Ended and Ending are construed accordingly. Environmental Information Regulations or EIR The Environmental Information Regulations 2004 together with any guidance or codes of practice issued by the Information Commissioner or relevant government department about the regulations.