FRAMEWORK AGREEMENT MANAGEMENT. The Parties shall manage this Framework Agreement in accordance with Framework Schedule 9 (Framework Management). NOt USED CALL OFF PROCEDURE If the Authority or any Other Contracting Body decides to source any of the Services through this Framework Agreement, then it shall be entitled at any time in its absolute and sole discretion during the Term to award Call Off Agreements for the Services from the Supplier by following Framework Schedule 5 (Ordering Procedures). The Supplier shall comply with the relevant provisions in Framework Schedule 5 (Ordering Procedures). Transfer rights The Authority may assign, novate or otherwise dispose of their rights and obligations under the Framework Agreement or any part thereof to: any Other Contracting Body; or any other body established by the Crown or under statute in order to substantially perform any of the functions that had previously been performed by the Authority in the case of the Framework Agreement; or any private sector body which substantially performs those functions provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under those agreements. The Authority may disclose to any transferee of the agreements transferred pursuant to Clause FW-7.1, any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under those agreements. This Framework Agreement is personal to the Supplier and, subject to Clause FW-8., the Supplier shall not assign, novate, Sub-Contract or in any way dispose of its rights or obligations under the Framework Agreement or any part of it without Approval. Sub-contracting The Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Schedule 3 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor’s invoice; and prohibit the Sub-Contractor from further sub-contracting any element of the services provided to the Supplier without the Approval of the Authority. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without the Approval of the Authority. Notwithstanding any permitted Sub-Contract in accordance with this Clause FW-8., the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. NON-DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause FW-9.1 by all Supplier Staff engaged or employed in the execution of this Framework Agreement and any Call Off Agreement. The Supplier shall notify the Authority and any relevant Contracting Body immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Supplier Staff on the grounds of discrimination arising in connection with the provision of the Services under the Call Off Agreement or any services under this Framework Agreement. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor the Supplier Staff are placed in a position where (in the reasonable opinion of the Authority in respect of the Framework Agreement and/or a Contracting Body in respect of an affected Call Off Agreement) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier Staff and the duties owed to the Authority and/or Other Contracting Bodies under the provisions of this Framework Agreement and/or any Call Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause FW-10.1 arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary and a Contracting Body may terminate a Call Off Agreement in accordance with the terms of that Call Off Agreement where, in the reasonable opinion of the Authority and/or a Contracting Body, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority and/or a relevant Contracting Body under the provisions of this Framework Agreement and/or a Call Off Agreement entered into by the relevant Contracting Body and the Supplier. The action of the Authority or Contracting Body pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority or any Contracting Body under a relevant Call Off Agreement.
Appears in 8 contracts
Samples: Services Framework Agreement, data.gov.uk, data.gov.uk
FRAMEWORK AGREEMENT MANAGEMENT. The Parties shall manage this Framework Agreement in accordance with Framework Schedule 9 (Framework Management). NOt USED CALL OFF PROCEDURE If the Authority or any Other Contracting Body decides to source any of the Services through this Framework Agreement, then it shall be entitled at any time in its absolute and sole discretion during the Term to award Call Off Agreements for the Services from the Supplier by following Framework Schedule 5 (Ordering Procedures). The Supplier shall comply with the relevant provisions in Framework Schedule 5 (Ordering Procedures). Transfer rights The Authority may assign, novate or otherwise dispose of their rights and obligations under the Framework Agreement or any part thereof to: any Other Contracting Body; or any other body established by the Crown or under statute in order to substantially perform any of the functions that had previously been performed by the Authority in the case of the Framework Agreement; or any private sector body which substantially performs those functions provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under those agreements. The Authority may disclose to any transferee of the agreements transferred pursuant to Clause FW-7.1, any Confidential Information of the Supplier which relates to the performance of the Supplier’s obligations under those agreements. This Framework Agreement is personal to the Supplier and, subject to Clause FW-8., the Supplier shall not assign, novate, Sub-Contract or in any way dispose of its rights or obligations under the Framework Agreement or any part of it without Approval. Sub-contracting The Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Schedule 3 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor’s invoice; and prohibit the Sub-Contractor from further sub-contracting any element of the services provided to the Supplier without the Approval of the Authority. The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without the Approval of the Authority. Notwithstanding any permitted Sub-Contract in accordance with this Clause FW-8., the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. NON-DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause FW-9.1 by all Supplier Staff engaged or employed in the execution of this Framework Agreement and any Call Off Agreement. The Supplier shall notify the Authority and any relevant Contracting Body immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Supplier Staff on the grounds of discrimination arising in connection with the provision of the Services under the Call Off Agreement or any services under this Framework Agreement. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor the Supplier Staff are placed in a position where (in the reasonable opinion of the Authority in respect of the Framework Agreement and/or a Contracting Body in respect of an affected Call Off Agreement) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier Staff and the duties owed to the Authority and/or Other Contracting Bodies under the provisions of this Framework Agreement and/or any Call Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause FW-10.1 arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary and a Contracting Body may terminate a Call Off Agreement in accordance with the terms of that Call Off Agreement where, in the reasonable opinion of the Authority and/or a Contracting Body, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority and/or a relevant Contracting Body under the provisions of this Framework Agreement and/or a Call Off Agreement entered into by the relevant Contracting Body and the Supplier. The action of the Authority or Contracting Body pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority or any Contracting Body under a relevant Call Off Agreement.
Appears in 5 contracts
Samples: data.gov.uk, data.gov.uk, data.gov.uk
