Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) access to the records and accounts referred to in Clause 47.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 45.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 45 be an “Auditor”) access to the records and accounts referred to in Clause 47.1 45.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.145.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4745, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the Call Off Expiry Date or date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Contract (whichever is the earlier) (Agreement to expire or as long a period terminate; such other date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement, including the Goods and/or Call-Off Agreements entered into with Contracting Bodies, the Services provided under itpursuant to the Call-Off Agreements, Purchase Orders, any Sub-Contracts and the amounts paid by each Contracting Body under the CustomerCall-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 47.1 above 16.1 in accordance with Good Industry Practice and generally accepted accounting principlesLaw. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Supplier shall, during the period referred to in Clause 16.1, afford the Customer and/or Authority (or relevant Other Contracting Body), the Customer’s representatives and/or Authority's representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”"Auditors") access to the records and accounts referred to in Clause 47.1 16.1 at the Supplier’s 's premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by and agreed with any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(s) Auditor may carry out an inspection inspection, including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off ContractFramework Agreement), and/or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or Services); to review the integrity, confidentiality and security of the Customer Data data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 8 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract); to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information)obligations; to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Framework Agreement and any Call-Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAgreement. Subject to the Supplier’s rights in respect Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods and/or Services Services; and access to the Supplier Staff. If an Audit reveals that: the Supplier has committed a material Default; a Persistent Failure has occurred; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Authority Management Charge due in respect of any Month, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4716, unless the audit reveals a Material Breach by the Supplier save as specified in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyClause 16.6.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for until seven (7) years Years after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of this Framework Agreement (or as long a such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or and Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements and/or Lease Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep the records and accounts referred to in Clause 47.1 18.1 above in accordance with Good Industry Practice Practice. The Supplier shall provide the Authority with a completed Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by the Supplier’s head or chief internal auditor or external auditor and generally accepted accounting principlesshall be provided to the Authority no later than two (2) Months after the end of each Contract Year. The Supplier shall afford the Customer and/or Authority (or relevant Other Contracting Body), the Customer’s representatives and/or Authority's representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”"Auditors") access to the records and accounts referred to in Clause 47.1 17.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off ContractFramework Agreement), and/or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or Services); to review the integrity, confidentiality and security of the Customer Personal Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract Framework Agreement and any other Laws; to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract7; to review the Supplier's ’s compliance with its security obligations set out in Clause 30 (Security and Protection of Information)obligations; to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Available Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Framework Agreement and any Call-Off ContractAgreement and/or Lease Agreement. Each such inspection shall be an “Audit”. The Customer Supplier shall provide such records and accounts (together with copies of the Supplier’s published accounts) on request during the Term and for a period of seven (7) years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Agreements and/or Services Lease Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) National Audit Office is outside of the control of the CustomerAuthority. Subject to the Supplier’s rights in respect Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including: all reasonable information requested by the Customer Auditor within the scope of the auditAudit; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and access to the Supplier Staff. The Parties agree If an Audit reveals that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47, unless the audit reveals a Material Breach by the Supplier in which case has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Customer for the Customer's Authority its reasonable costs incurred in relation to the auditAudit. Where requested by the Customer, If an Audit reveals: that the Supplier shall supply has underpaid an amount equal to or greater than five per cent (5%) of the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.Charge due;

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this paragraph includes all Sub-Contractors) shall keep and maintain for seven (7) years until 12 Months after the Call Off Expiry Date or date of termination or expiry of this Call Framework Agreement or of the last Call-Off Contract Agreement (whichever is the earlierlater) (or as long a such other period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or G-Cloud Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep provide the records Authority with a completed Self Audit Certificate at the termination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s management team or by the Supplier’s external auditor or company managing director and accounts referred shall be provided to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principlesthe Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford the Customer and/or Authority, the CustomerAuthority’s representatives and/or representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S5-1.1 at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of InformationAgreement); to and review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, G-Cloud Services for the purposes of ensuring that auditing the Customer's assets are secure Charges and that any register Management Charges under the Framework and Call-Off Agreement only. The Supplier shall provide such records and accounts (together with copies of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Supplier’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of twelve (12) Months after termination or expiry of the Term or the last Call Off ContractAgreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer Auditor within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Audit; and access to the Supplier Staff. The Parties agree that they If an Audit reveals: an underpayment by the Supplier to the Authority in excess of five (5%) per cent of the total Management Charge due in any monthly reporting and accounting period; and/or a Material Breach; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause FW-12 (Termination). Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Schedule Clause, save as specified in paragraph S5-1.7 of this Schedule 5 of the Framework Agreement. Subject to Clause 47FW-24.4 of the Framework Agreement, unless the audit reveals a Material Breach Supplier may agree to an appointment of an independent auditor selected by the Supplier to undertake the activities in which case Clause S5-1.3 of this Schedule 5 of the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested Framework Agreement provided such selection is Approved by the Customer, the Supplier Authority (and such Approval shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date not be unreasonably withheld or dates during the Call Off Contract Period as the Customer may specifydelayed).

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 38.1 above in accordance with Good Industry Practice and generally accepted accounting principlesLaw. The Supplier shall afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) any Auditor access to the records and accounts referred to in Clause 47.1 11.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.111.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 17 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 28 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4711, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify. [Guidance Note: See also Annex 2 of Part B to Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring)] 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 12.1 by all Staff engaged or employed in the execution of this Call Off Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Staff on the grounds of discrimination arising in connection with the provision of the Services under this Call Off Contract. The Supplier shall comply with the requirements set out in Call Off Schedule 8 (Diversity and Equality). PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier (including its shareholders, members and directors) and any Staff in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or the Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Staff commits any Fraud, the Customer may: terminate this Call Off Contract for Material Breach; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full for any Loss sustained by the Customer at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) in consequence of any breach of this Clause 13 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Call Off Contract Period. TRANSFER AND SUB-CONTRACTING Transfer rights Subject to Clause 14.1.2, the Supplier shall not assign, novate, Sub-Contract or in any other way dispose of this Call Off Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Call Off Contract Charges or any part thereof due to the Supplier under this Call Off Contract (including any interest which the Customer incurs under Clause 22.2.6). Any assignment under this Clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under Clause 22.3 (Recovery of Sums Due); all related rights of the Customer under this Call Off Contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both Clauses 14.1.3 and 14.1.4. In the event that the Supplier assigns the right to receive the Call Off Contract Charges under Clause 14.1.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and, including a reasonable notice period, of the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of Clause 22.2 shall continue to apply in all other respects after the assignment and shall not be amended. Subject to Clause 14.1.8, the Customer may assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under this Call Off Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 14.1.8, affect the validity of this Call Off Contract. In such circumstances, this Call Off Contract shall bind and continue to take effect to the benefit of any successor body to the Customer. If the rights and obligations under this Call Off Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.1.6 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in Clauses 4.1 (Termination on Insolvency) 4.2 (Termination on Change of Control) and 4.5 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under this Call Off Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information of the Supplier only for purposes relating to the performance of the Supplier's obligations under this Call Off Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of Clause 14.1.8 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Call Off Contract.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years the time period after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of the Contract as specified in paragraph 1.2 of the Order Form (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off the Contract including the Goods and/or Services provided supplied under it, Purchase Orders, any Sub-Contracts and the amounts paid by the CustomerContracting Body. The Supplier shall keep the records and accounts referred to in Clause 47.1 clause 26.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer and/or Contracting Body, the Customer’s Contracting Body's representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditor access to the such records and accounts referred as may be required by the Contracting Body from time to in Clause 47.1 at the Supplier’s premises and/or time. The Supplier shall provide copies of such records and accounts (including together with copies of the Supplier's ’s published accounts), as may be required by any of the Auditors from time to time ) during the Call Off Contract Period and for the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy paragraph 12 of the Call Off Contract Charges (and proposed Order Form after the date of termination or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) expiry of the Goods and/or Services; Contract to review the integrity, confidentiality Contracting Body and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off ContractAuditor. The Customer Contracting Body shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) Auditor is outside of the control of the CustomerContracting Body. Subject to the Supplier’s Contracting Body's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer Contracting Body within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47clause 266, unless the audit reveals a Material Breach material Default by the Supplier in which case the Supplier shall reimburse the Customer Contracting Body for the CustomerContracting Body's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.

RECORDS AND AUDIT ACCESS. The Supplier Provider shall keep make and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or Services provided under it, Purchase Orders, any Subthe Call-Off Contracts entered into with Customers and the amounts paid by Customers until the latest of: the expiry of a period of twelve (12) Months following termination or expiry of the Framework Agreement; or the expiry of a period of twelve (12) Months following the date on which the Provider ceases to provide Services under any Call-Off Contract. the Provider shall keep and provide such records and accounts (together with copies of the Provider's published accounts) during the Term and for a period of six (6) years after expiry of the Term to the Authority (or relevant Customer) and the Auditor. The Supplier Provider shall keep the records and accounts referred to in Clause 47.1 19.1 above in accordance with Good Industry Practice and generally accepted accounting principlesgood accountancy practice. The Supplier Provider shall afford the Customer Authority (or relevant Customer) and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditor access to the records and accounts referred to in Clause 47.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies relating to the operation of the Supplier's published accounts), this Framework Agreement as may be required by any of the Auditors from time to time during the Call Off Contract Period upon reasonable notice and the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: subject to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, reasonable confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contractundertakings. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Goods and/or Services pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditor is outside of the control of the Authority. The Authority (or the relevant Customer) will use reasonable endeavours to ensure that all audits are carried out during normal business hours (Monday to Friday, 9-5) and on reasonable notice. Subject to the Supplier’s Provider's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditor(s) Auditor with all reasonable co-operation and assistance inin relation to each Audit, including: - all reasonable information requested by the Customer Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider and to any Equipment equipment used in the provision of the Goods and/or Services Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4719., unless the audit Audit reveals a Material Breach Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Customer Authority for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven until six (76) years Years after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or as long a such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep the records and accounts referred to in Clause 47.1 above 15.1 in accordance with Good Industry Practice Practice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement. Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor confirming that tests have been completed on a representative sample of Orders to provide assurance that: all Orders are clearly identified in the Supplier’s order processing/ invoicing systems as Orders under the Framework and generally accepted accounting principleswhere required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges comply with Framework requirements in Schedule 2. The Supplier shall afford each of the Customer and/or the Customer’s representatives and/or Authority (or relevant Contracting Body), the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”"Auditors") and their respective representatives access to the records and accounts referred to in Clause 47.1 15.1 at the Supplier’s 's premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Contracting Body or Auditors) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off ContractFramework Agreement), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Authority Personal Data held or used by the Supplier; to review the Supplier’s 's compliance with the Data Protection Legislation in accordance with this Call Off Contract Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 5 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract); to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information)obligations; to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Framework Agreement and any Call-Off ContractAgreement. The Customer Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of six (6) Years after expiry of the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or Auditors) and/or its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or any Services pursuant to any Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the Supplier’s rights in respect Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditors; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods Services (and/or Ordered Services as appropriate); and reasonable access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements, or where Clause 15.9 applies, then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthly reporting and accounting period relating to this Framework Agreement and any Call-Off Agreements; a Material Default; and/or a Persistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 15.8) be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause 24.3. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4715, unless the audit reveals a Material Breach by the Supplier save as specified in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyClause 15.8.

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this Clause includes all Sub-Contractors) shall keep and maintain for seven (7) years until 12 months after the Call Off Expiry Date or date of termination or expiry of this Call Framework Agreement or of the last Call-Off Contract Agreement (whichever is the earlierlater) (or as long a such other period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or G-Cloud Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep provide the records Authority with a completed Self Audit Certificate at the termination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s management team or by the Supplier’s external auditor or company Managing Director and accounts referred shall be provided to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principlesthe Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford the Customer and/or Authority, the CustomerAuthority’s representatives and/or representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S9.1.1 at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of InformationAgreement); to and review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, G-Cloud Services for the purposes of ensuring that auditing the Customer's assets are secure Charges and that any register Management Charges under the Framework and Call-Off Agreement only. The Supplier shall provide such records and accounts (together with copies of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Supplier’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of twelve (12) months after termination or expiry of the Term or the last Call Off ContractAgreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer Auditor within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Audit; and access to the Supplier Staff. The Parties agree that they If an Audit reveals: an underpayment by the Supplier to the Authority in excess of five (5%) per cent of the total Management Charge due in any monthly reporting and accounting period; and/or a Material Breach; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause Error: Reference source not found (Termination). Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Clause, save as specified in Clause 47S9.1.7 of this Schedule 5 of the Framework Agreement. The Supplier may appoint subject to the Authority’s Approval, unless the audit reveals a Material Breach which shall not be unreasonably withheld, an independent auditor appointed by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation supplier but acceptable to the audit. Where requested by Authority to undertake the Customer, activities in Clause S9.1.3 of this Schedule 5 of the Supplier shall supply Framework Agreement where the Management Information to restrictions in Clause Error: Reference source not found of the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyAgreement allow.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain maintain, during the Contract Period and for seven twelve (712) years months after the Call Off Expiry Date expiry of the Contract Period or date of following termination of this Call Off the Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off the Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 clause 28.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer and/or Customer, the Customer’s 's representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditor access to the records and accounts referred to in Clause 47.1 at the Supplier’s premises and/or provide copies of such records and accounts (including which may include working papers if reasonably requested) as may be required by the Customer from time to time. The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time ) during the Call Off Contract Period and for twelve (12) months after the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy date of termination or expiry of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by and the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off ContractAuditor. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) Auditor is outside of the control of the Customer. Subject to the Supplier’s Customer's rights in respect of Confidential InformationInformation as set out in clause 19.6.1, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation co‑operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47clause 28, unless the audit reveals a Material Breach material Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested assistance in related procurements Sharing of information In any case where the Customer wishes to procure services ("New Services") in circumstances where the Supplier or an Affiliate of the Supplier is already providing (or due to provide) services ("Legacy Services") to the Customer which is related to or which interfaces with or is intended to interface with or be replaced by the CustomerNew Services, the Supplier shall supply the Management Information to promptly provide the Customer in the form set out in the Management Information Framework Schedule 8 and any supplier bidding for those New Services (Management Information"Relevant Supplier") (with all reasonable information and assistance as amended may be required from time to time) and on such date or dates during time to: carry out appropriate due diligence with respect to the Call Off Contract Period New Services; effect a smooth transfer and/or inter-operation (as the case may be) between the Legacy Services and the New Services; enable the Customer may specifyto carry out a fair competition (in whatever form) for the New Services; and enable the Customer and Relevant Supplier to make a proper assessment as to the risk related to the New Services. When performing its obligations in clause 29.1 the Supplier shall act consistently, applying principles of equal treatment and non-discrimination, with regard to requests for assistance from and dealings with each Relevant Supplier.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principles, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; or seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties; full and accurate records and accounts of the operation of the Framework Agreement and the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements (including any Sub-Contracts) and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall afford provide the Customer and/or Authority with a completed Self Audit Certificate at the Customertermination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s representatives and/or management team or by the Supplier’s external auditor or company Managing Director and shall be provided to the Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford: the Authority; Other Contracting Bodies who have received Services or are receiving Services from the Supplier under this Framework Agreement; the Authority’s representatives; in relation to those Other Contracting Bodies’ listed in paragraph S7-3.2., their representatives, the National Audit Office Office; and/or an any auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) ); access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S4-1. at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S7-1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or Framework Agreement) and or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or ServicesContractor’s costs); to review the integrity, confidentiality and security of the Personal Data and Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or ServicesDigital Services for the purposes of auditing the Charges and Management Charges under the Framework and Call-Off Agreement only; to review any other aspect of the delivery of the Services including to review compliance with the Data Protection Legislation, the Supplier’s security obligations and to ensure compliance with any other Laws; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; and/or review any internal contract management accounts kept by the Supplier in connection with this Framework Agreement; and/or verify the accuracy and completeness of any MI delivered or required by this Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Services and to verify that these reflect the Supplier’s own internal reports and records; receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services; and/or to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's ’s assets are secure and that any register of assets is up to date; and/or . The Supplier shall provide such records and accounts (together with copies of the Supplier’s published/audited accounts relating to ensure that the Supplier is complying with its obligations trading entity conducting business under this Call Framework Agreement) on request during the Term and during the Call-Off ContractAgreement Period and for a period of twelve (12) months after termination or expiry of the Term or the last Call-Off Agreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Digital Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect and Customer’s obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods and/or Services Services; and access to the Supplier Staff. If an Audit reveals that: the Supplier has committed a material Default; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month, then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this these Clauses S7-1 to S7-7, save as specified in Clause 47S7-7. APPENDIX 7A: SELF AUDIT CERTIFICATE [To be signed by Head of Internal Audit, unless Finance Director or company’s external auditor] [Note: To be signed by company’s auditor] Dear Sirs, In accordance with the audit reveals a Material Breach Framework Agreement entered into on DD/MM/YYYY_AGREEMENT DATE between SUPPLIER_FULL_NAME and by the Supplier Crown Commercial Service, we confirm the following: In our opinion name has in which case place suitable systems for identifying and recording the transactions taking place under the provisions of the above framework Agreement. We have tested the systems for identifying and reporting on framework activity and found them to be operating satisfactorily. We have tested a sample of Insert number of sample transactions tested orders and invoices during our audit for the financial year ended insert financial year and confirm that they are correct and in accordance with the terms and conditions of the above Framework Agreement. Supplier: Print Name: Click here to enter text. Signed: Position: Click here to enter text. Date: Click here to enter a date. FRAMEWORK SCHEDULE 8. - CHARGING STRUCTURE GENERAL PROVISIONS The Framework Prices set out in this Schedule (Charging Structure) are the maximum that the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred may charge pursuant to any Call-Off Agreement. The Supplier acknowledges and agrees that any Charges submitted in relation to a Further Competition Procedure held in accordance with FRAMEWORK SCHEDULE 4. - Call-Off Procedure shall be equal to or lower than the auditFramework Prices. Where requested by the Customer, the The Supplier shall supply the Management Information to the Customer in the form ensure that any Charges set out in a Statement of Work (SoW) shall be fully transparent and shall set out in detail a cost breakdown of all the Management Information input cost elements that make up the price. The Supplier acknowledges and agrees that the Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates Prices cannot be increased during the Call Off Contract Period as Term. Framework Prices Framework prices are fixed at the Customer may specify.completion of the framework competition. The day rates tendered for each Digital Role in question AQB1 of the Award Questionnaire will be entered into the table below Digital Roles Experience Level Junior Day Rate £ Intermediate Day Rate £ Senior Day Rate £ Developer – onsite Developer – remote Technical Architect Quality Assurance Analyst Product Manager Business Analyst Delivery Manager Performance Analyst Portfolio Manager Service Manager Designer Content Designer Web Operations Security Specialist Database Specialist Network Specialist User Research Agile Coach

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years the time period after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of the Contract as specified in paragraph 12 of the Order Form (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off the Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 clause 29.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer and/or Customer, the Customer’s 's representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditor access to the such records and accounts referred as may be required by the Customer from time to time save for any Confidential Information which has been copied in Clause 47.1 at the Supplier’s premises and/or usual course of back ups or archiving of a computer system or is otherwise not readily and reasonably retrievable from a computer system. The Supplier shall provide copies of such records and accounts (including together with copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time ) during the Call Off Contract Period and for the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy paragraph 12 of the Call Off Contract Charges (and proposed Order Form after the date of termination or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) expiry of the Goods and/or Services; Contract to review the integrity, confidentiality and security of the Customer Data held or used by and the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off ContractAuditor. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) Auditor is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47clause 29, unless the audit reveals a Material Breach material Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any law, enactment, order or regulation 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 30.1 by all servants, employees or agents of the Supplier and all suppliers and sub-contractors employed in the execution of the Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by its Staff on the grounds of discrimination arising in connection with the provision of the Services under this Contract. The Supplier shall comply with the requirements set out in Schedule 7 – Diversity and Equality. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by Staff and the Supplier (including its shareholders, members and directors) in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. If the Supplier or its Staff commits any Fraud in relation to this or any other contract with a Contracting Authority or the Customer, the Customer may: terminate the Contract with immediate effect by giving the Supplier notice in writing and recover from the Supplier the amount of any loss suffered by the Customer resulting from the termination including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Contract Period; and/or recover in full from the Supplier any other loss sustained by the Customer in consequence of any breach of this clause. Transfer and Sub-Contracting Subject to clause 32.2, the Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-contractors listed in paragraph 3.3 of the Order Form. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period information about proposed Sub-contractors as the Customer may specifyreasonably require in order to enable the Customer to consider whether to grant Approval. The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Contract Charges or any part thereof due to the Supplier under this Contract (including any interest which the Customer incurs under clause 13.2.6). Any assignment under this clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under clause 13.3; all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both clauses 32.3 and 32.4. In the event that the Supplier assigns the right to receive the Contract Charges under clause 32.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of clause 13.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. The Supplier shall be responsible for the acts and omissions of its sub‑contractors as though they are its own. Where the Customer has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Customer, be sent by the Supplier to the Customer as soon as reasonably practicable. The Customer may, at its sole discretion, require the Supplier to ensure that each Sub-contract shall include: a right under the Contracts (Rights of Third Parties) Xxx 0000 for the Customer to enforce the terms of that Sub-contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-contract to the Customer; a provision requiring the Sub-contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in clause 20.6 (Confidentiality); a provision requiring the Sub-contractor to comply with protection of data requirements pursuant to clauses 20.4 (Customer Data) and 20.5 (Protection of Personal Data); a provision requiring the Sub-contractor to comply with the restrictions on corrupt gifts and payments pursuant to clause 28 (Prevention of Corruption); and a provision restricting the ability of the Sub-contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer. If the Customer is able to obtain from any Sub-contractor or any other third party more favourable commercial terms with respect to the supply of any services used by the Supplier in the supply of the Services, then the Customer may: require the Supplier to replace its existing commercial terms with that person with the more favourable commercial terms obtained by the Customer in respect of the relevant item. If the Customer exercises the option pursuant to clause 32.9, then the Contract Charges shall be reduced by an amount that is agreed in accordance with the Variation Procedure. Subject to clause 32.13, the Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Authority shall not, subject to clause 32.13, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause 32.11 to a body which is not a Contracting Authority or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in clauses 23.1 (Termination on insolvency and change of control) and 23.3 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of clause 32.13 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract. FORCE MaJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of 6 Months, either Party may terminate the Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under the Contract which results from any failure or delay by an agent, Sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, Sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in clause 33.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue.

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this Clause includes all Sub-Contractors) shall keep and maintain for seven (7) years until 12 months after the Call Off Expiry Date or date of termination or expiry of this Call Framework Agreement or of the last Call-Off Contract Agreement (whichever is the earlierlater) (or as long a such other period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or G-Cloud Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep provide the records Authority with a completed Self Audit Certificate at the termination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s management team or by the Supplier’s external auditor or company Managing Director and accounts referred shall be provided to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principlesthe Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford the Customer and/or Authority, the CustomerAuthority’s representatives and/or representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S8.1.1 at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of InformationAgreement); to and review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, G-Cloud Services for the purposes of ensuring that auditing the Customer's assets are secure Charges and that any register Management Charges under the Framework and Call-Off Agreement only. The Supplier shall provide such records and accounts (together with copies of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Supplier’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of twelve (12) months after termination or expiry of the Term or the last Call Off ContractAgreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer Auditor within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Audit; and access to the Supplier Staff. The Parties agree that they If an Audit reveals: an underpayment by the Supplier to the Authority in excess of five (5%) per cent of the total Management Charge due in any monthly reporting and accounting period; and/or a Material Breach; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause FW-5 (Termination). Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Clause, save as specified in Clause 47S8.1.7 of this Schedule 5 of the Framework Agreement. The Supplier may appoint subject to the Authority’s Approval, unless the audit reveals a Material Breach which shall not be unreasonably withheld, an independent auditor appointed by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation supplier but acceptable to the audit. Where requested by Authority to undertake the Customer, activities in Clause S8.1.3 of this Schedule 5 of the Supplier shall supply Framework Agreement where the Management Information to restrictions in Clause FW-6.41 of the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyAgreement allow.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven until [6 (7) six)] years after the Call Off Expiry Date or date of termination the end of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties)Term, full and accurate records and accounts of the operation of this Call Off Contract including but not limited to the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customerit in accordance with good accountancy practice. The Supplier shall keep the records and accounts referred to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) access to the records and accounts referred to in Clause 47.1 at the Supplier’s premises and/or provide copies of such records and accounts (including together with copies of the Supplier's ’s published accounts) during the Term [and for a period of 6 (six), ] years after the date of the end of the Term] to the Customer and/or the auditor and/or any statutory body entitled by Law on written request and shall provide the Customer and/or the auditor and/or any statutory body entitled by Law access to such records and accounts as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customertime. Subject to the Supplier’s rights in respect provisions of Confidential InformationClause 12, the Supplier shall on demand written request provide the Auditor(s) auditor with all reasonable co-operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer auditor within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment equipment and materials used in the provision of the Goods and/or Services Services; and access to the StaffSupplier's Personnel. The Parties parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47, 24 unless the audit reveals a Material Breach material breach by the Supplier of good accountancy practice and/or this Contract, in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred it incurs in relation to the audit. Where requested by the CustomerCompliance with Anti-Slavery and Human Trafficking Laws and Policies In performing its obligations under this Contract, the Supplier shall supply comply with all applicable labour, anti-slavery and human trafficking legislation and regulations in force from time to time in the Management Information United Kingdom, including but not limited to the Customer Modern Slavery Act 2015 (Anti-Slavery Laws). The Supplier represents and warrants that, as at the date of this Contract, neither the Supplier nor any of its officers, employees or agents have been convicted of any offence involving slavery and/or human trafficking, nor have they been or are the subject of an investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and/or human trafficking whether pursuant to the form set out Anti-Slavery Laws or any other relevant legislation in the Management Information Framework Schedule 8 (Management Information) (as amended force from time to time. The Supplier shall, throughout the Term, use its best endeavours to include, in all of its contracts with any of its subcontractors of any tier in the supply chain involved in the production or provision of the Services, a provision obliging the relevant subcontractor to provide the Services specified in the relevant subcontract in accordance with Anti-Slavery Laws. Contracts (Rights of Third Parties) and Act 1999 Nothing in this Contract shall confer or purport to confer on such date any third party any benefit or dates during the Call Off right to enforce any term of this Contract Period as pursuant to the Customer may specifyContracts (Rights of Third Parties) Act 1999.

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this paragraph includes all Sub-Contractors) shall keep and maintain for seven (7) years until 12 Months after the Call Off Expiry Date or date of termination or expiry of this Call Framework Agreement or of the last Call-Off Contract Agreement (whichever is the earlierlater) (or as long a such other period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or G-Cloud Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep provide the records Authority with a completed Self Audit Certificate at the termination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s management team or by the Supplier’s external auditor or company managing director and accounts referred shall be provided to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principlesthe Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford the Customer and/or Authority, the CustomerAuthority’s representatives and/or representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S5-1.1 at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of InformationAgreement); to and review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, G-Cloud Services for the purposes of ensuring that auditing the Customer's assets are secure Charges and that any register Management Charges under the Framework and Call-Off Agreement only. The Supplier shall provide such records and accounts (together with copies of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Supplier’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of twelve (12) Months after termination or expiry of the Term or the last Call Off ContractAgreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer Auditor within the scope of the auditAudit; reasonable access and Access to sites controlled the Supplier Staff. If an Audit reveals: an underpayment by the Supplier and to any Equipment used the Authority in the provision excess of five (5%) per cent of the Goods total Management Charge due in any monthly reporting and accounting period; and/or Services a Material Breach; and access then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the StaffAudit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause FW-12 (Termination). The Parties agree that they Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Schedule Clause, save as specified in paragraph S5-1.7 of this Schedule 5 of the Framework Agreement. Subject to Clause 47FW-24.4 of the Framework Agreement, unless the audit reveals a Material Breach Supplier may agree to an appointment of an independent auditor selected by the Supplier to undertake the activities in which case Clause S5-1.3 of this Schedule 5 of the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested Framework Agreement provided such selection is Approved by the Customer, the Supplier Authority (and such Approval shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date not be unreasonably withheld or dates during the Call Off Contract Period as the Customer may specifydelayed).

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 above in accordance with Good Industry Practice and generally accepted accounting principles, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; or seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties; full and accurate records and accounts of the operation of the Framework Agreement and the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements (including any Sub-Contracts) and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall afford provide the Customer and/or Authority with a completed Self Audit Certificate at the Customertermination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier’s representatives and/or management team or by the Supplier’s external auditor or company Managing Director and shall be provided to the Authority no later than three (3) Months after termination or expiry of this Framework Agreement. The Supplier shall afford: the Authority; Other Contracting Bodies who have received Services or are receiving Services from the Supplier under this Framework Agreement; the Authority’s representatives; in relation to those Other Contracting Bodies’ listed in paragraph S1.3.2, their representatives, the National Audit Office Office; and/or an any auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “AuditorAuditors”) ); access to the records and accounts referred to to, and for the purposes specified, in Clause 47.1 paragraph S1.1 at the Supplier’s premises and/or provide copies of such the records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S1.1 for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or Framework Agreement) and or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or ServicesContractor’s costs); to review the integrity, confidentiality and security of the Personal Data and Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or ServicesDigital Services for the purposes of auditing the Charges and Management Charges under the Framework and Call Off Agreement only; to review any other aspect of the delivery of the Services including to review compliance with the Data Protection Legislation, the Supplier’s security obligations and to ensure compliance with any other Laws; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; and/or to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's ’s assets are secure and that any register of assets is up to date; and/or . The Supplier shall provide such records and accounts (together with copies of the Supplier’s published/audited accounts relating to ensure that the Supplier is complying with its obligations trading entity conducting business under this Framework Agreement) on request during the Term and during the Call Off ContractAgreement Period and for a period of twelve (12) months after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Digital Services pursuant to the Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditors is outside of the control of the CustomerAuthority. Subject to the SupplierAuthority’s rights in respect and Customer’s obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods and/or Services Services; and access to the Supplier Staff. If an Audit reveals that: the Supplier has committed a material Default; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month, then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this these Clauses S1.1 to S10.7, save as specified in Clause 47, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditS1.7. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify. 

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years the time period after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of the Contract as specified in paragraph 11 of the Order Form (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off the Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 clause 21.1 21.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall afford the Customer and/or and the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditors access to the records and accounts referred to in Clause 47.1 clause 21.2 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Customer and/or the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(s) Customer and/or the Auditors may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractorscontractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation DPA in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in schedule 6 of the Framework Schedule 7 (Value for Money) Agreement and Clause 19 (Continuous Improvement) clause 9 of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or ServicesService; to carry out an examination pursuant to Section 6 (16(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Supplier shall on request afford the Customer, the Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time. The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) during the Contract Period and for the period specified in paragraph 11 of the Order Form after the date of termination or expiry of the Contract to the Customer and the Auditor. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) Auditor is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47clause 21, unless the audit reveals a Material Breach Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order or regulation 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 22.1by all servants, employees or agents of the Supplier and all suppliers and Sub-Contractors employed in the execution of the Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by its Staff on the grounds of discrimination arising in connection with the provision of the Services under this Contract. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by Staff and the Supplier (including its shareholders, members and directors) in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or its Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or its Staff commits any Fraud in relation to this or any other contract with a Contracting Authority or the Customer, the Customer may: terminate the Contract with immediate effect by giving the Supplier notice in writing; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from any loss sustained by the Customer in consequence of any breach of this clause 23 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Contract Period. Transfer and Sub-Contracting Subject to clause 24.2, the Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-contractors listed in paragraph 3.3 of the Order Form. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Contract. The Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period information about proposed Sub-contractors as the Customer may specifyreasonably require in order to enable the Customer to consider whether to grant Approval. The Supplier shall not substitute or remove a Sub-contractor or appoint an additional sub-contractor without the prior written consent of the Authority and the Customer. Notwithstanding any permitted sub-contract in accordance with this clause 24, 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. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-contractors' employees, staff and agents also do, or refrain from doing, such act or thing. The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Contract Charges or any part thereof due to the Supplier under this Contract (including any interest which the Customer incurs under clause 12.2.6). Any assignment under this clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under clause 12.3; all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both clauses 24.5 and 24.6. In the event that the Supplier assigns the right to receive the Contract Charges under clause 24.4, the Supplier or the Assignee shall notify the Customer in writing of the assignment and the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of clause 12.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. The Supplier shall be responsible for the acts and omissions of its sub‑contractors as though they are its own. Where the Customer has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Customer, be sent by the Supplier to the Customer as soon as reasonably practicable. The Customer may, at its sole discretion, require the Supplier to ensure that each Sub-contract shall include: a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-contract to the Customer; a provision requiring the Sub-contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in clause 14.4 (Confidentiality); a provision requiring the Sub-contractor to comply with protection of data requirements pursuant to clauses 14.2 (Customer Data) and 14.3 (Protection of Personal Data); a provision requiring the Sub-contractor to comply with the obligations relating to the bribery and corruption pursuant to clause 20 (Prevention of Bribery and Corruption); require the Supplier to pay any undisputed sum due to the relevant sub-contractor within a specified period that does not exceed thirty (30) Days from the date the Supplier receives the sub-contractor’s invoice; and a provision restricting the ability of the Sub-contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer and the Authority. If the Customer is able to obtain from any Sub-contractor or any other third party more favourable commercial terms with respect to the supply of services used by the Supplier in the supply of the Services, then the Customer may: require the Supplier to replace its existing commercial terms with that person with the more favourable commercial terms obtained by the Customer in respect of the relevant item. If the Customer exercises the option pursuant to clause 24.11, then the Contract Charges shall be reduced by an amount that is agreed in accordance with the Variation Procedure. Subject to clause 24.15, the Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any Contracting Authority; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Authority shall not, subject to clause 24.15, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause 24.13 to a body which is not a Contracting Authority or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in clauses 17.1 (Termination on Insolvency), 17.2 (Termination on Change of Control) and 17.4 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of clause 24.13 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract. FORCE MaJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of six (6) Months, either Party may terminate the Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under the Contract which results from any failure or delay by an agent, Sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, Sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in clause 25.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue. If an event of Force Majeure event affects the Services, the Customer may direct the Supplier to procure those Services from a third party service provider in which case the Supplier will be liable for payment for the provision of those Services for as long as the delay in performance continues. The Supplier will not have the right to any payment from the Customer under this Contract where the Supplier is unable to provide the Services because of an event of Force Majeure.

RECORDS AND AUDIT ACCESS. The Supplier Provider shall keep and maintain for seven until six (76) years after the Call Off Expiry Date or date of termination or expiry of this Call Off Contract the Term (whichever is the earlier) of this Framework Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or and Services provided under it, Purchase Orders, any Subthe Call-Off Contracts entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier Provider shall keep the records and accounts referred to in Clause 47.1 19.1 above in accordance with Good Industry Practice and generally accepted accounting principlesgood accountancy practice. The Supplier Provider shall afford the Customer Authority (or relevant Contracting Body) and/or the Customer’s Authority's representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”"Auditors") such access to the such records and accounts referred as may be required from time to in Clause 47.1 time at the SupplierProvider’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from Authority and/or the Authority's representatives ("Auditors")from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority and/or the Authority's representatives ("Auditors") (may carry out an inspection including for of: Management Information; Management Charge payments; and/or any administration (“Administrative Fees”) fees payable by the following purposes: Provider, in order to verify the accuracy correct application of pricing methodologies, performance, security and integrity in connection therewith. Each such inspection of records and accounts shall be an “Audit”. The Provider shall provide such records and accounts (together with copies of the Call Off Contract Charges Provider's published accounts) during the Term and for a period of six (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors6) years after expiry of the Goods and/or Services; Term to review the integrity, confidentiality and security of the Customer Data held Authority (or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Moneyrelevant Contracting Body) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off ContractAuditor. The Customer Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier Provider or delay the provision of the Goods and/or and Services pursuant to the Call-Off Contracts, save insofar as the Supplier Provider accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) Auditor is outside of the control of the CustomerAuthority. Subject to the Supplier’s Authority's rights in respect of Confidential Informationconfidentiality, the Supplier Provider shall on demand provide the Auditor(s) Auditor with all reasonable co-operation and assistance in: in relation to each Audit, including:- all reasonable information requested by the Customer Auditor within the scope of the auditAudit; reasonable access to sites controlled by the Supplier Provider and to any Equipment equipment used in the provision of the Goods and/or Services and Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4719, unless the audit Audit reveals a Material Breach Default by the Supplier Provider in which case the Supplier Provider shall reimburse the Customer Authority for the CustomerAuthority's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyAudit.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years Years after the Call Off Expiry Date or date provision of termination of this Call Off Contract (whichever is the earlier) Generators and/or Services (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract the Rental Agreement including the Goods Generators and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 47.1 9.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall on request afford the Customer and/or Customer, the Customer’s 's representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) Auditor access to the such records and accounts referred as may be required by the Customer from time to in Clause 47.1 at the Supplier’s premises and/or time. The Supplier shall provide copies of such records and accounts (including together with copies of the Supplier's published accounts), as may be required by any ) to the Customer and the Auditor during the period from the date of the Auditors from time to time during Rental Agreement until the Call Off Contract Period and date which is twelve (12) Months after the period specified in Clause 47.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy date of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods Generators and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services or supply of the Generators save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) Auditor is outside of the control of the Customer. Subject to the Supplier’s Customer's rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation co‑operation and assistance inin relation to each audit, including: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled any relevant place connected to the performance of the Rental Agreement and to any Generators used by the Supplier and to any Equipment used (but not hired, leased or loaned from the Customer) in the provision performance of its obligations under the Goods and/or Services Rental Agreement; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 479, unless the audit reveals a Material Breach material Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by The Supplier agrees that the Customer, Customer may provide the Authority with information relating to the Generators and/or Services procured and any payments made under the Rental Agreement and the Supplier hereby consents to the Authority storing and analysing such information and producing statistics; and sharing such information or any statistics produced using it, with any other Contracting Body. In the event that the Authority shares the information provided under Clause 9.8 above, any Contracting Body receiving the information shall supply be informed of the Management Information confidential nature of that information and shall be requested not to disclose it to anybody who is not a Contracting Body (unless required by Xxx). WARRANTIES AND REPRESENTATIONS The Supplier warrants, represents and undertakes to the Customer that: it has full capacity and authority and all necessary consents to enter into and perform its obligations under the Rental Agreement; it has the right to hire the Generators and the Customer shall at all times be entitled to use the Generators free from interference by the Supplier or a third party and the Generators are free from any charge, lien or other encumbrance; in entering the Rental Agreement it has not committed any Fraud; as at the date of the Rental Agreement, all information, statements and representations contained in the form set out tender issued by the Supplier in connection with the DPS Agreement are true, accurate and not misleading save as may have been specifically disclosed in writing to the Customer prior to the date of the Rental Agreement and it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and all warranties and representations contained in the Management Information Framework Schedule 8 Tender shall be deemed repeated in the Rental Agreement; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Rental Agreement; it is not subject to any contractual obligation, compliance with which is likely to have an adverse affect on its ability to perform its obligations under the Rental Agreement; no proceedings or other steps have been taken and not discharged (Management Informationnor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Rental Agreement; in the three (3) Years prior to the date of the Rental Agreement: it has conducted all financial accounting and reporting activities in all material respects in compliance with the generally accepted accounting principles that apply to it in any country where it files accounts; and it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as amended from time an ongoing business concern or its ability to timefulfil its obligations under the Rental Agreement; all Staff used in connection with the provision of the Generators and/or Services will be vetted in accordance with Good Industry Practice and the Quality Standards; and if the Rental Payments payable under the Rental Agreement exceed or are likely to exceed five (5) and on such date million pounds, as at the Rental Commencement Date it has notified the Customer in writing of any Occasions of Tax Non-Compliance or dates during any litigation that it is involved in connection with any Occasions of Tax Non-Compliance. For the Call Off Contract Period avoidance of doubt, the fact that any provision within the Rental Agreement is expressed as a warranty shall not preclude any right of termination the Customer may specify.have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in the Rental Agreement are material and are designed to induce the Customer into entering into the Rental Agreement; and the Customer has been induced into entering into the Rental Agreement and in doing so has relied upon the warranties, representations and undertakings contained herein. If at any time a Party becomes aware that a representation or warranty given by it under this Clause [10] has been breached, is untrue or is misleading, it shall immediately notify the other Party of the relevant occurrence in sufficient detail to enable the other Party to make an accurate assessment of the situation. For the avoidance of doubt, the fact that any provision within the Rental Agreement is expressed as a warranty shall not preclude any right of termination the Customer may have in respect of breach of that provision by the Supplier which constitutes a material Default. The Supplier shall indemnify the Customer fully against all claims, proceedings, actions, damages, legal costs, expenses and any other liabilities in respect of any death or personal injury, or loss of or damage to property, which is caused directly or indirectly by any act or omission of the Supplier, including any damage to property of the Customer caused by the Generators or arising from the provision of the Services. This clause 10.6 shall not apply to the extent that the Supplier is able to demonstrate that such death or personal injury, or loss or damage, was not caused or contributed to by this negligence or default, or the negligence or default of its Staff or Sub-Contractors, or by any circumstances within its or their control. LIABILITIES

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for until seven (7) years Years after the Call Off Expiry Date or date of termination of this Call Off Contract or expiry (whichever is the earlier) of this Framework Agreement (or as long a such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Framework Agreement including the Goods and/or Services provided under it, Purchase Orders, any Subthe Call-Contracts Off Agreements entered into with Contracting Bodies and the amounts paid by the Customereach Contracting Body. The Supplier shall keep the records and accounts referred to in Clause 47.1 17.1 above in accordance with Good Industry Practice Practice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The certificate should confirm that tests have been completed to provide assurance that: A representative sample of orders are clearly identified as framework orders in the order processing/ invoicing systems and, where required, orders are correctly reported in the MI returns; All related invoices are completely and generally accepted accounting principlesaccurately included in the MI returns; and All charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Customer and/or Authority (or relevant Other Contracting Body), the Customer’s representatives and/or Authority's representatives, the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”"Auditors") access to the records and accounts referred to in Clause 47.1 17.1 at the Supplier’s 's premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of and agreed with the Auditors Authority (or relevant Other Contracting Body) from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(sAuthority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off ContractFramework Agreement), and/or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or Services); to review the integrity, confidentiality and security of the Customer Personal Data held or used by the Supplier; to review the Supplier’s 's compliance with the Data Protection Legislation in accordance with this Call Off Contract Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract7; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information)obligations; to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Framework Agreement and any Call-Off ContractAgreement. Each such inspection shall be an "Audit". The Customer Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each audit Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of audits Audits carried out by the Auditor(s) National Audit Office is outside of the control of the CustomerAuthority. Subject to the Supplier’s rights in respect Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including: all reasonable information requested by the Customer Auditor within the scope of the auditAudit; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. The Parties agree If an Audit reveals that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 47, unless the audit reveals a Material Breach by the Supplier in which case has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Supplier shall reimburse the Customer for the Customer's Authority its reasonable costs incurred in relation to the auditAudit. Where requested by the Customer, If an Audit reveals: that the Supplier shall supply has underpaid an amount equal to or greater than five per cent (5%) of the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.Charge due;

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for maintain, until the later of: seven (7) years after the Call Off Expiry Date or date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call Off Contract (whichever is the earlier) (Agreement to expire or as long a period terminate; such other date as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement, including the Call Off Contract including Agreements entered into with Contracting Bodies, the Goods and/or Services provided under itpursuant to the Call Off Agreements, Purchase Orders, any Sub-Contracts and the amounts paid by each Contracting Body under the CustomerCall Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 47.1 above 15.1 in accordance with Good Industry Practice and generally accepted accounting principlesLaw. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Supplier shall, during the period referred to in Clause 15.1, afford the Customer Authority (or Other Contracting Body who is a party to a Call Off Agreement), and/or the Customer’s representatives Authority's representatives, and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 15 be an “"Auditor”") access to the records and accounts referred to in Clause 47.1 15.1 at the Supplier’s 's premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by and agreed with any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.1time, in order that the Auditor(s) Auditor may carry out an inspection inspection, including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off ContractFramework Agreement), and/or the costs of all the Supplier (including Sub-Contractors) of the Goods and/or Services); to review the integrity, confidentiality and security of the Customer Personal Data held or used by the Supplier; to review the Supplier’s 's compliance with the Data Protection Legislation in accordance with this Call Off Contract Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 19 (Continuous Improvement) of this Call Off Contract); to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information)obligations; to review any books of account accounts kept by the Supplier in connection with the provision of the Goods and/or Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the CustomerAgreement. Subject to the Supplier’s rights in respect Authority's obligations of Confidential Informationconfidentiality, the Supplier shall on demand provide the Auditor(s) Auditors with all reasonable co-operation and assistance inin relation to each Audit, including by providing: all reasonable information requested by the Customer within the scope of the auditAudit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to any Equipment equipment used in the provision of the Goods and/or Services Services; and access to the Staff. If an Audit reveals that: the Supplier has committed a material Default; or the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month, then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4715, unless the audit reveals a Material Breach by the Supplier save as specified in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specifyClause 15.6.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, Purchase Orders, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall shall: keep the records and accounts referred to in Clause 47.1 above 14.1 in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall Law; and afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 47 be an “Auditor”) any Auditor access to the records and accounts referred to in Clause 47.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts)14.1, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 47.114.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposespurposes to: verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract), and/or ; verify the costs of the Supplier (including the costs of all Supplier (including Sub-Contractors) of the Goods and/or Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract Sub- Contractors and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Moneythird party suppliers) and Clause 19 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 30 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Goods and/or Services; identify or investigate any circumstances which may impact upon the financial stability of the Supplier and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6 (16(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any records relating to inspect the CustomerSupplier’s assets, including performance of the Intellectual Property Rights, equipment, facilities provision of the Services and maintenance, for to verify that these reflect the purposes Supplier’s own internal reports and records; verify the accuracy and completeness of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Goods and/or Services ; and access to the StaffSupplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 4714, unless the audit reveals a Material Breach Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify.