Guidance Note. Customer to insert liability limits which are appropriate for its requirements and represent the right apportionment of risk between the Customer and the Supplier. The aim should be to establish liability ceilings reflecting a combination of the best estimate of the losses that the Customer might suffer in the event of a default by the Supplier, the likelihood of those losses occurring and the value for money considerations in limiting liability A Party shall not be responsible for any Loss under this Contract if and to the extent that it is caused by the default of the other (Default on the part of the Supplier and Customer Cause on the part of the Customer). Subject to Clauses 37.1, 37.2 and 37.6 in no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. The Supplier shall be liable for the following types of Loss which shall be regarded as direct and shall (without in any way, limiting other categories of Loss which may be recoverable by the Customer) be recoverable by the Customer: the additional operational and/or administrative costs and expenses arising from any Material Breach; any regulatory losses, fines, expenses or other Losses arising from a breach by the Supplier of any Law. No enquiry, inspection, approval, sanction, comment, consent, or decision at any time made or given by or on behalf of the Customer to any document or information provided by the Supplier in its provision of the Services, and no failure of the Customer to discern any defect in or omission from any such document or information shall operate to exclude or limit the obligation of the Supplier to carry out all the obligations of a professional supplier employed in a client/customer relationship. Save as otherwise expressly provided, the obligations of the Customer under this Contract are obligations of the Customer in its capacity as a contracting counterparty and nothing in this Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Customer in any other capacity, nor shall the exercise by the Customer of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the Customer to the Supplier. For the avoidance of doubt any liabilities which are unlimited shall not be taken into acco...
Guidance Note. Insert full details of the change including: Reason for the change; Full Details of the proposed change; Likely impact, if any, of the change on other aspects of the Contract; Words and expressions in this change Contract Note shall have the meanings given to them in the Contract. The Contract, including any previous changes shall remain effective and unaltered except as amended by this change. Signed by an authorised signatory for and on behalf of the Customer Signature Date Name (in Capitals) Address Signed by an authorised signatory to sign for and on behalf of the Supplier Signature Date Name (in Capitals) Address SCHEDULE 9 - GLOSSARY In this Contract the following words shall have the following meanings: Accepted/Acceptance has the meaning set out in the test criteria within the Methodology/SOW; Acceptance Criteria in respect of each Story, means the criteria, as validated and approved by the Customer and agreed with the Supplier, to determine whether the Solution delivered by the Supplier has met the requirements of that Story; Accepted Story has the meaning set out in the test criteria within the Methodology/SOW; Activities means coding activities undertaken during a Sprint; Acquired Rights Directive means the European Council Directive 77/187/EEC on the approximation of laws of European member states relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses, as amended or re-enacted from time to time; Affected Party means the Party whose obligations under the Contract are affected by the Force Majeure Event Affiliates means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control of that body corporate from time to time; Agile means a software development method which is based on iterative and incremental development where requirements and solutions evolve through collaboration between the Parties through the establishment of cross-functional teams; and which promotes adaptive planning, evolutionary development and delivery, a time-boxed iterative approach and encourages rapid and flexible response to change;
Guidance Note departmental customer to insert any other warranties, representations or undertakings that will apply throughout the Contract Period and which apply for each and every SOW under this Contract PREMISES Any Customer’s Premises shall be made available to the Supplier on a non-exclusive licence basis free of charge and shall be used by the Supplier solely for the purpose of performing its obligations under this Contract. The Supplier shall have the use of such Customer’s Premises as licensee and shall vacate the same immediately upon completion, termination, expiry or abandonment of this Contract and in accordance with Clause 39.2.3. The Parties agree that there is no intention on the part of the Customer to create a tenancy of any nature whatsoever in favour of the Supplier or the Supplier Staff and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Contract, the Customer retains the right at any time to use any Customer’s Premises in any manner it sees fit.
Guidance Note. This provision is to be completed by the Supplier where the registered office of the Guarantor is not situated in England and Wales.]
Guidance Note. Clause 14 of the Template Call Off Terms provides the Customer with a right to retain and deduct Call Off Contract Charges as compensation or terminate this Call Off Contract for Material Breach in the event of a Critical Service Level Failure. See also the definition of Critical Service Level Failure. The intention is to provide certainty over what level of performance by the Supplier in relation to Service Levels would trigger the aforementioned rights. See the above examples and include any specific events that would constitute Critical Service Level Failure] [The number of Service Level Performance Criteria for the purpose of Clause 13.6.1 shall be [ ]]
Guidance Note. See Clauses 6, 7.1.3(e) and Error: Reference source not found in relation to implementation prior to the provision the Goods and/or Services and consider if your need an Implementation Plan. If so, cross refer to this Call Off Schedule in the Call Off Order Form and populate this Call Off Schedule accordingly prior to signing the Call Off Contract. Alternatively, state in the Call Off Order Form within what period the Supplier should provide a draft Implementation Plan for Approval. Consider what Milestones should be inserted, together with associated Deliverables and Milestone Dates. See also Clauses 8.2 and/or Error: Reference source not found in relation to time of Delivery and consider if you should make 'time of the essence” in respect of any Milestone Dates. Consider if you should include any Milestone Payments for Achievement of certain Milestones. If so, tie any Milestone Payments to Clause 23 and Annex 1 of Call Off Schedule 3 (Call Off Contract Charges, Invoicing and Payment). See also Clause 6.4 in relation to Delay Payments and refine the Delay Payment provisions if needed. Under Clause 6.4.1(b)(ii) the Customer shall have additional remedies for delay (over and above the Delay Payments) where the delay exceeds the time specified above for the Delay Period Limit. Please insert the desired number of days. Consider whether Call Off Schedule 5 provides an appropriate Test Strategy or whether an alternative plan needs to be produced by the Supplier. 12/08/2013 CALL OFF SCHEDULE 5: TESTING INTRODUCTION This Call Off Schedule 5 (Testing) sets out the approach to Testing and the different Testing activities to be undertaken, including the preparation and agreement of the Test Strategy and Test Plans.
Guidance Note. The parties' attention is drawn to the various customer guidance notes highlighted in GREEN and information/schedules to complete and square brackets highlighted in YELLOW in this document. Customers awarding the Call Off Contract by way of the Further Competition Procedure should note that they are responsible for identifying any parts of the Supplier’s responses to the further competition documentation which are relevant to the Call Off Contract and incorporating them within before signature. For example, if the Customer has asked award questions about the provision of Services and wishes responses to be binding upon the Supplier, then the Customer must supplement its already defined Call Off Schedule 2 (Services) with such responses. Or, if the Customer has assessed price at Further Competition, then the Customer must insert such price responses into Annex 1 of Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing). Customer may as an alternative insert the Supplier’s entire response to the further competition documentation as a Call Off Schedule, however as a matter of best practice, the Authority does not recommend this approach for this type of procurement. Before any Call Off Contract is entered, the Customer should ensure that they have read the customer guidance notes, taken any actions necessary and then delete the guidance notes from this document and the square brackets or both the square brackets and the text included in them. The guidance is not exhaustive and has been included to assist the Customer in completing the required information with sufficient detail. If the Customer requires the assistance of the Supplier to fill in certain sections of the Template Order Form this will be agreed between the parties. Delete this page before signature] 12/08/2013
Guidance Note the Call Off Contract Charges must be consistent with the provisions of Framework Schedule 3 (Framework Prices and Charging Structure) and paragraph 66 of this Call Off Schedule] ANNEX 2: PAYMENT TERMS/PROFILE [ ] [Guidance Note: insert details of the agreed payment terms/payment profile] CALL OFF SCHEDULE 4: IMPLEMENTATION PLAN, CUSTOMER RESPONSIBILITIES AND KEY PERSONNEL INTRODUCTION This Call Off Schedule specifies: In Part A, the Implementation Plan in accordance with which the Supplier shall provide the Services; In Part B, the Customer Responsibilities in respect of facilitating the Supplier’s achievement of the Implementation Plan; and In Part C, The Key Personnel and their Key Roles assigned by the Supplier to this Call Off Contract in accordance with Clause 26.1 of this Call Off Contract (Key Personnel).
Guidance Note. Only to be used where TUPE is not intended to apply at commencement. ]
Guidance Note. See Clauses 6, 7.1.3(f) and 8.1.1 of the Call Off Terms and refer to the Specification in Part A of Framework Schedule 1 (Services and Key Performance Indicators). Consider If your need an Implementation Plan prior to the commencement of the provision of the Services. Consider if you should ask the Supplier to provide a draft Implementation Plan and, if so, specify within what period.]
