Common use of Property Matters Clause in Contracts

Property Matters. CUSTOMER PREMISES Licence to occupy Customer Premises Any Customer Premises shall be made available to the Service Provider on a non-exclusive licence basis free of charge and shall be used by the Service Provider solely for the purpose of performing its obligations under this Call Off Contract. The Service Provider shall have the use of such Customer Premises as licensee and shall vacate the same immediately upon completion, termination, expiry or abandonment of this Call Off Contract and in accordance with Call Off Schedule 9 (Exit Management). The Service Provider shall limit access to the Customer Premises to such Service Provider Personnel as is necessary to enable it to perform its obligations under this Call Off Contract and the Service Provider shall co-operate (and ensure that the Service Provider Personnel co-operate) with such other persons working concurrently on such Customer Premises as the Customer may reasonably request. Save in relation to such actions identified by the Service Provider in accordance with Clause 2 (Due Diligence) and set out in the Call Off Order Form (or elsewhere in this Call Off Contract), should the Service Provider require modifications to the Customer Premises, such modifications shall be subject to Approval and shall be carried out by the Customer at the Service Provider's expense. The Customer shall undertake any modification work which it approves pursuant to this Clause 30.1.3 without undue delay. Ownership of such modifications shall rest with the Customer. The Service Provider shall observe and comply with such rules and regulations as may be in force at any time for the use of such Customer Premises and conduct of personnel at the Customer Premises as determined by the Customer, and the Service Provider shall pay for the full cost of making good any damage caused by the Service Provider Personnel other than fair wear and tear. For the avoidance of doubt, damage includes without limitation damage to the fabric of the buildings, plant, fixed equipment or fittings therein. 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 Service Provider or the Service Provider Personnel and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Call Off Contract, the Customer retains the right at any time to use any Customer Premises in any manner it sees fit. Security of Customer Premises The Customer shall be responsible for maintaining the security of the Customer Premises in accordance with the Security Policy. The Service Provider shall comply with the Security Policy and any other reasonable security requirements of the Customer while on the Customer Premises. The Customer shall afford the Service Provider upon Approval (the decision to Approve or not will not be unreasonably withheld or delayed) an opportunity to inspect its physical security arrangements. CUSTOMER PROPERTY Where the Customer issues Customer Property free of charge to the Service Provider such Customer Property shall be and remain the property of the Customer and the Service Provider irrevocably licences the Customer and its agents to enter upon any premises of the Service Provider during normal business hours on reasonable notice to recover any such Customer Property. The Service Provider shall not in any circumstances have a lien or any other interest on the Customer Property and at all times the Service Provider shall possess the Customer Property as fiduciary agent and bailee of the Customer. The Service Provider shall take all reasonable steps to ensure that the title of the Customer to the Customer Property and the exclusion of any such lien or other interest are brought to the notice of all Sub-Contractors and other appropriate persons and shall, at the Customer's request, store the Customer Property separately and securely and ensure that it is clearly identifiable as belonging to the Customer. The Customer Property shall be deemed to be in good condition when received by or on behalf of the Service Provider unless the Service Provider notifies the Customer otherwise within five (5) Working Days of receipt. The Service Provider shall maintain the Customer Property in good order and condition (excluding fair wear and tear) and shall use the Customer Property solely in connection with this Call Off Contract and for no other purpose without Approval. The Service Provider shall ensure the security of all the Customer Property whilst in its possession, either on the Sites or elsewhere during the supply of the Services, in accordance with the Customer's Security Policy and the Customer’s reasonable security requirements from time to time. The Service Provider shall be liable for all loss of, or damage to the Customer Property, (excluding fair wear and tear), unless such loss or damage was solely caused by a Customer Cause. The Service Provider shall inform the Customer immediately of becoming aware of any defects appearing in or losses or damage occurring to the Customer Property. SERVICE PROVIDER EQUIPMENT Unless otherwise stated in the Call Off Order Form (or elsewhere in this Call Off Contract), the Service Provider shall provide all the Service Provider Equipment necessary for the provision of the Services. The Service Provider shall not deliver any Service Provider Equipment nor begin any work on the Customer Premises without obtaining Approval. The Service Provider shall be solely responsible for the cost of carriage of the Service Provider Equipment to the Sites and/or any Customer Premises, including its off-loading, removal of all packaging and all other associated costs. Likewise on the Call Off Expiry Date the Service Provider shall be responsible for the removal of all relevant Service Provider Equipment from the Sites and/or any Customer Premises, including the cost of packing, carriage and making good the Sites and/or the Customer Premises following removal. All the Service Provider's property, including Service Provider Equipment, shall remain at the sole risk and responsibility of the Service Provider, except that the Customer shall be liable for loss of or damage to any of the Service Provider's property located on Customer Premises which is due to the negligent act or omission of the Customer. Subject to any express provision of the BCDR Plan to the contrary, the loss or destruction for any reason of any Service Provider Equipment shall not relieve the Service Provider of its obligation to supply the Services in accordance with this Call Off Contract. The Service Provider shall maintain all Service Provider Equipment within the Sites and/or the Customer Premises in a safe, serviceable and clean condition. The Service Provider shall, at the Customer's written request, at its own expense and as soon as reasonably practicable: remove from the Customer Premises any Service Provider Equipment or any component part of Service Provider Equipment which in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with this Call Off Contract; and replace such Service Provider Equipment or component part of Service Provider Equipment with a suitable substitute item of Service Provider Equipment. For the purposes of this Clause 32.8, ‘X’ shall be the number of Service Failures, and ‘Y’ shall be the period in months, as respectively specified for ‘X’ and ‘Y’ in the Call Off Order Form. If this Clause 32.8 has been specified to apply in the Call Off Order Form, and there are no values specified for ‘X’ and/or ‘Y’, in default, ‘X’ shall be two (2) and ‘Y’ shall be twelve (12). Where a failure of Service Provider Equipment or any component part of Service Provider Equipment causes X or more Service Failures in any Y Month period, the Service Provider shall notify the Customer in writing and shall, at the Customer’s request (acting reasonably), replace such Service Provider Equipment or component part thereof at its own cost with a new item of Service Provider Equipment or component part thereof (of the same specification or having the same capability as the Service Provider Equipment being replaced)

Property Matters. CUSTOMER PREMISES Licence to occupy Occupy Customer Premises Any Customer Premises shall be made available to the Service Provider Supplier on a non-exclusive licence basis free of charge and shall be used by the Service Provider Supplier solely for the purpose of performing its obligations under this Call Off Contract. The Service Provider Supplier shall have the use of such Customer Premises as licensee and shall vacate the same immediately upon completion, termination, expiry or abandonment of this Call Off Contract and in accordance with Call Off Schedule 9 (Exit Management). The Service Provider Supplier shall limit access to the Customer Premises to such Service Provider Supplier Personnel as is necessary to enable it to perform its obligations under this Call Off Contract and the Service Provider Supplier shall co-operate (and ensure that the Service Provider Supplier Personnel co-operate) with such other persons working concurrently on such Customer Premises as the Customer may reasonably request. Save in relation to such actions identified by the Service Provider Supplier in accordance with Clause 2 2. (Due Diligence) and set out in the Call Off Order Form (or elsewhere in this Call Off Contract), should the Service Provider Supplier require modifications to the Customer Premises, such modifications shall be subject to Approval and shall be carried out by the Customer at the Service Provider's Supplier’s expense. The Customer shall undertake any modification work which it approves pursuant to this Clause 30.1.3 without undue delay. Ownership of such modifications shall rest with the Customer. The Service Provider Supplier shall observe and comply with such rules and regulations as may be in force at any time for the use of such Customer Premises and conduct of personnel at the Customer Premises as determined by the Customer, and the Service Provider Supplier shall pay for the full cost of making good any damage caused by the Service Provider Supplier Personnel other than fair wear and tear. For the avoidance of doubt, damage includes without limitation damage to the fabric of the buildings, plant, fixed equipment or fittings therein. 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 Service Provider Supplier or the Service Provider Supplier Personnel and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Call Off Contract, the Customer retains the right at any time to use any Customer Premises in any manner it sees fit. Security of Customer Premises The Customer shall be responsible for maintaining the security of the Customer Premises in accordance with the Security Policy. The Service Provider Supplier shall comply with the Security Policy and any other reasonable security requirements of the Customer while on the Customer Premises. The Customer shall afford the Service Provider Supplier upon Approval (the decision to Approve or not will not be unreasonably withheld or delayed) an opportunity to inspect its physical security arrangements. CUSTOMER PROPERTY Where the Customer issues Customer Property free of charge to the Service Provider Supplier such Customer Property shall be and remain the property of the Customer and the Service Provider Supplier irrevocably licences the Customer and its agents to enter upon any premises of the Service Provider Supplier during normal business hours on reasonable notice to recover any such Customer Property. The Service Provider Supplier shall not in any circumstances have a lien or any other interest on the Customer Property and at all times the Service Provider Supplier shall possess the Customer Property as fiduciary agent and bailee of the Customer. The Service Provider Supplier shall take all reasonable steps to ensure that the title of the Customer to the Customer Property and the exclusion of any such lien or other interest are brought to the notice of all Sub-Contractors and other appropriate persons and shall, at the Customer's request, store the Customer Property separately and securely and ensure that it is clearly identifiable as belonging to the Customer. The Customer Property shall be deemed to be in good condition when received by or on behalf of the Service Provider Supplier unless the Service Provider Supplier notifies the Customer otherwise within five (5) Working Days of receipt. The Service Provider Supplier shall maintain the Customer Property in good order and condition (excluding fair wear and tear) and shall use the Customer Property solely in connection with this Call Off Contract and for no other purpose without Approval. The Service Provider Supplier shall ensure the security of all the Customer Property whilst in its possession, either on the Sites or elsewhere during the supply of the Services, in accordance with the Customer's Security Policy and the Customer’s reasonable security requirements from time to time. The Service Provider Supplier shall be liable for all loss of, or damage to the Customer Property, (excluding fair wear and tear), unless such loss or damage was solely caused by a Customer Cause. The Service Provider Supplier shall inform the Customer immediately of becoming aware of any defects appearing in or losses or damage occurring to the Customer Property. SERVICE PROVIDER SUPPLIER EQUIPMENT Unless otherwise stated in the Call Off Order Form (or elsewhere in this Call Off Contract), the Service Provider Supplier shall provide all the Service Provider Supplier Equipment necessary for the provision of the Services. The Service Provider Supplier shall not deliver any Service Provider Supplier Equipment nor begin any work on the Customer Premises without obtaining Approval. The Service Provider Supplier shall be solely responsible for the cost of carriage of the Service Provider Supplier Equipment to the Sites and/or any Customer Premises, including its off-loading, removal of all packaging and all other associated costs. Likewise on the Call Off Expiry Date the Service Provider Supplier shall be responsible for the removal of all relevant Service Provider Supplier Equipment from the Sites and/or any Customer Premises, including the cost of packing, carriage and making good the Sites and/or the Customer Premises following removal. All the Service Provider's Supplier’s property, including Service Provider Supplier Equipment, shall remain at the sole risk and responsibility of the Service ProviderSupplier, except that the Customer shall be liable for loss of or damage to any of the Service Provider's Supplier’s property located on Customer Premises which is due to the negligent act or omission of the Customer. Subject to any express provision of the BCDR Plan to the contrary, the loss or destruction for any reason of any Service Provider Supplier Equipment shall not relieve the Service Provider Supplier of its obligation to supply the Services in accordance with this Call Off Contract, including the Service Level Performance Measures. The Service Provider Supplier shall maintain all Service Provider Supplier Equipment within the Sites and/or the Customer Premises in a safe, serviceable and clean condition. The Service Provider Supplier shall, at the CustomerContracting Authority's written request, at its own expense and as soon as reasonably practicable: practicable remove from the Customer Premises any Service Provider Supplier Equipment or any component part of Service Provider Supplier Equipment which in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with this Call Off Contract; and replace such Service Provider Supplier Equipment or component part of Service Provider Supplier Equipment with a suitable substitute item of Service Provider Supplier Equipment. For the purposes of this Clause 32.832.7, ‘X’ shall be the number of Service Failures, and ‘Y’ shall be the period in months, as respectively specified for ‘X’ and ‘Y’ in the Call Off Order Form. If this Clause 32.8 32.7 has been specified to apply in the Call Off Order Form, and there are no values specified for ‘X’ and/or ‘Y’, in default, ‘X’ shall be two (2) and ‘Y’ shall be twelve (12). Where a failure of Service Provider Supplier Equipment or any component part of Service Provider Supplier Equipment causes X or more Service Failures in any Y Month period, the Service Provider Supplier shall notify the Customer Contracting Authority in writing and shall, at the CustomerContracting Authority’s request (acting reasonably), replace such Service Provider Supplier Equipment or component part thereof at its own cost with a new item of Service Provider Supplier Equipment or component part thereof (of the same specification or having the same capability as the Service Provider Supplier Equipment being replaced).

Property Matters. CUSTOMER PREMISES Licence to occupy Occupy Customer Premises Any Customer Premises shall be made available to the Service Provider Supplier on a non-exclusive licence basis free of charge and shall be used by the Service Provider Supplier solely for the purpose of performing its obligations under this Call Off Contract. The Service Provider Supplier shall have the use of such Customer Premises as licensee and shall vacate the same immediately upon completion, termination, expiry or abandonment of this Call Off Contract and in accordance with Call Off Schedule 9 (Exit Management). The Service Provider Supplier shall limit access to the Customer Premises to such Service Provider Supplier Personnel as is necessary to enable it to perform its obligations under this Call Off Contract and the Service Provider Supplier shall co-operate (and ensure that the Service Provider Supplier Personnel co-operate) with such other persons working concurrently on such Customer Premises as the Customer may reasonably request. Save in relation to such actions identified by the Service Provider Supplier in accordance with Clause 2 (Due Diligence) and set out in the Call Off Order Form (or elsewhere in this Call Off Contract), should the Service Provider Supplier require modifications to the Customer Premises, such modifications shall be subject to Approval and shall be carried out by the Customer at the Service Provider's Supplier’s expense. The Customer shall undertake any modification work which it approves pursuant to this Clause 30.1.3 without undue delay. Ownership of such modifications shall rest with the Customer. The Service Provider Supplier shall observe and comply with such rules and regulations as may be in force at any time for the use of such Customer Premises and conduct of personnel at the Customer Premises as determined by the Customer, and the Service Provider Supplier shall pay for the full cost of making good any damage caused by the Service Provider Supplier Personnel other than fair wear and tear. For the avoidance of doubt, damage includes without limitation damage to the fabric of the buildings, plant, fixed equipment or fittings therein. 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 Service Provider Supplier or the Service Provider Supplier Personnel and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Call Off Contract, the Customer retains the right at any time to use any Customer Premises in any manner it sees fit. Security of Customer Premises The Customer shall be responsible for maintaining the security of the Customer Premises in accordance with the Security Policy. The Service Provider Supplier shall comply with the Security Policy and any other reasonable security requirements of the Customer while on the Customer Premises. The Customer shall afford the Service Provider Supplier upon Approval (the decision to Approve or not will not be unreasonably withheld or delayed) an opportunity to inspect its physical security arrangements. CUSTOMER PROPERTY Where the Customer issues Customer Property free of charge to the Service Provider Supplier such Customer Property shall be and remain the property of the Customer and the Service Provider Supplier irrevocably licences the Customer and its agents to enter upon any premises of the Service Provider Supplier during normal business hours on reasonable notice to recover any such Customer Property. The Service Provider Supplier shall not in any circumstances have a lien or any other interest on the Customer Property and at all times the Service Provider Supplier shall possess the Customer Property as fiduciary agent and bailee of the Customer. The Service Provider Supplier shall take all reasonable steps to ensure that the title of the Customer to the Customer Property and the exclusion of any such lien or other interest are brought to the notice of all Sub-Contractors and other appropriate persons and shall, at the Customer's request, store the Customer Property separately and securely and ensure that it is clearly identifiable as belonging to the Customer. The Customer Property shall be deemed to be in good condition when received by or on behalf of the Service Provider Supplier unless the Service Provider Supplier notifies the Customer otherwise within five (5) Working Days of receipt. The Service Provider Supplier shall maintain the Customer Property in good order and condition (excluding fair wear and tear) and shall use the Customer Property solely in connection with this Call Off Contract and for no other purpose without Approval. The Service Provider Supplier shall ensure the security of all the Customer Property whilst in its possession, either on the Sites or elsewhere during the supply of the Services, in accordance with the Customer's Security Policy and the Customer’s reasonable security requirements from time to time. The Service Provider Supplier shall be liable for all loss of, or damage to the Customer Property, (excluding fair wear and tear), unless such loss or damage was solely caused by a Customer Cause. The Service Provider Supplier shall inform the Customer immediately of becoming aware of any defects appearing in or losses or damage occurring to the Customer Property. SERVICE PROVIDER SUPPLIER EQUIPMENT Unless otherwise stated in the Call Off Order Form (or elsewhere in this Call Off Contract), the Service Provider Supplier shall provide all the Service Provider Supplier Equipment necessary for the provision of the Services. The Service Provider Supplier shall not deliver any Service Provider Supplier Equipment nor begin any work on the Customer Premises without obtaining Approval. The Service Provider Supplier shall be solely responsible for the cost of carriage of the Service Provider Supplier Equipment to the Sites and/or any Customer Premises, including its off-loading, removal of all packaging and all other associated costs. Likewise on the Call Off Expiry Date the Service Provider Supplier shall be responsible for the removal of all relevant Service Provider Supplier Equipment from the Sites and/or any Customer Premises, including the cost of packing, carriage and making good the Sites and/or the Customer Premises following removal. All the Service Provider's Supplier’s property, including Service Provider Supplier Equipment, shall remain at the sole risk and responsibility of the Service ProviderSupplier, except that the Customer shall be liable for loss of or damage to any of the Service Provider's Supplier’s property located on Customer Premises which is due to the negligent act or omission of the Customer. Subject to any express provision of the BCDR Plan to the contrary, the loss or destruction for any reason of any Service Provider Supplier Equipment shall not relieve the Service Provider Supplier of its obligation to supply the Services in accordance with this Call Off Contract, including the Service Level Performance Measures. The Service Provider Supplier shall maintain all Service Provider Supplier Equipment within the Sites and/or the Customer Premises in a safe, serviceable and clean condition. The Service Provider Supplier shall, at the CustomerContracting Authority's written request, at its own expense and as soon as reasonably practicable: practicable remove from the Customer Premises any Service Provider Supplier Equipment or any component part of Service Provider Supplier Equipment which in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with this Call Off Contract; and replace such Service Provider Supplier Equipment or component part of Service Provider Supplier Equipment with a suitable substitute item of Service Provider Supplier Equipment. For the purposes of this Clause 32.832.7, ‘X’ shall be the number of Service Failures, and ‘Y’ shall be the period in months, as respectively specified for ‘X’ and ‘Y’ in the Call Off Order Form. If this Clause 32.8 32.7 has been specified to apply in the Call Off Order Form, and there are no values specified for ‘X’ and/or ‘Y’, in default, ‘X’ shall be two (2) and ‘Y’ shall be twelve (12). Where a failure of Service Provider Supplier Equipment or any component part of Service Provider Supplier Equipment causes X or more Service Failures in any Y Month period, the Service Provider Supplier shall notify the Customer Contracting Authority in writing and shall, at the CustomerContracting Authority’s request (acting reasonably), replace such Service Provider Supplier Equipment or component part thereof at its own cost with a new item of Service Provider Supplier Equipment or component part thereof (of the same specification or having the same capability as the Service Provider Supplier Equipment being replaced).