Common use of Representatives Clause in Contracts

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 20, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Service Provider Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Service Provider Representative shall be agreed in accordance with Clause 26 27 (Supplier Service Provider Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier Service Provider of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the SupplierService Provider, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier Service Provider shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Key Sub-Contracts and the amounts paid by the Customer. The Supplier Service Provider shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the SupplierService Provider’s premises and/or provide records and accounts (including copies of the SupplierService Provider's published accounts) or copies of the same, 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 20.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier Service Provider and/or its Sub-Contractors of any of the SupplierService Provider’s obligations under this Call Off Contract Agreement including for the following purposes in order to: 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); verify the costs of the Supplier Service Provider (including the costs of all Sub-Contractors and any third party suppliersService Providers) in connection with the provision of the Services; verify the Open Book Data; verify the SupplierService Provider’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 Service Provider of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the SupplierService Provider, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier Service Provider in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and recordsnot used; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the SupplierService Provider’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the SupplierService Provider’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Service Provider or delay the provision of the Services save insofar as the Supplier Service Provider 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 SupplierService Provider’s rights in respect of Confidential Information, the Supplier Service Provider 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 Service Provider and to any Supplier Service Provider Equipment used in the provision of the Services; and access to the Supplier Service Provider 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 2021, unless the audit reveals a Default by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative of the Shareholders approves the designation of --------------- and designates Xxxxxx Xxxx and Xxxxx Xxxx, as the representatives of the Principal Shareholders (the "Representatives") and as the attorney-in-fact and agent for and on behalf of each Shareholder with respect to the delivery of the Closing Balance Sheet and the Closing Liabilities Schedule under Section 1.2, the resolution of Deferred Payment under Section 1.4 hereof and claims for indemnification under this Article VIII and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (c) take all actions necessary in the judgment of the Representatives for the duration accomplishment of this Call Off Contract who shall the foregoing. The Representatives will have the authority and power to act on behalf of their respective Party each Principal Shareholder with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Shareholders will be bound by all actions taken and documents executed by the Representatives in connection with Article VIII, and DoveBid will be entitled to rely on any action or decision of either Representative. In performing the functions specified in this Agreement, the Representatives will not be liable to any Shareholder in the absence of gross negligence or willful misconduct on the matters set out in, or in connection with, this Call Off Contractpart of the Representatives. The initial Supplier Representative Principal Shareholders shall be severally indemnify the person named as such in Representatives and hold them harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier part of the identity Representatives and arising out of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision acceptance or administration of the Services; verify the Open Book Data; verify the Supplier’s his duties hereunder. Any out-of-pocket costs 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept expenses reasonably incurred by the Supplier Representatives in connection with this Call Off Contract; carry out actions taken by 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 Representatives pursuant to Section 6(1the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) of will be paid by the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating Principal Shareholders to the Supplier’s performance of Representatives pro rata in proportion to their respective percentage equity interests in the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Company immediately prior 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 20, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditClosing.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2021., unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 29 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Products and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises Premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.123.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Products and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Products and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Products and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment Equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Services save Products and/or Servicessave 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 Supplier Equipment used in the provision of the Products and/or Services; and access to the Supplier 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 2023, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, 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 20.121.1, 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 Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s Suppliers 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Suppliers 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 34 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services Goods and the delivery of purchased Goods provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.124.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the ServicesGoods and the delivery of purchased Goods; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the ServicesGoods and the delivery of purchased Goods; 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services Goods and the delivery of purchased Goods and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Services Goods and the delivery of purchased Goods 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 Supplier Equipment used in the provision of the ServicesGoods and the delivery of purchased Goods; and access to the Supplier 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 2024, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 26.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 26.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.126.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2026., unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 Contract, including for the following purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Goods and Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, 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 20.121.1, 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 Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: 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 ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Suppliers 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 26. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 20., unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 28. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 22.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 22.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.122.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2022., unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, 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 20.124.1, 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 Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: 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 ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Suppliers 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2024, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 34 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.124.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2024, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractContract . The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, 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 20.121.1, 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 Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: 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 ContractContract ); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off ContractContract ; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to TestingContract ; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Suppliers 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.124.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2024, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 25 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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 Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.119.1, 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 purposes to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2019, unless the audit reveals a 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.

Representatives. Each Party shall have a representative The representatives of the Parties for the duration purposes of administering the PCRS Agreement shall be as notified in Writing by one Party to the other from time to time. All queries and day to day communications regarding the operation of a PCRS Agreement shall be dealt with by the Parties’ representatives in the first instance and the Commissioner’s Representative and the Supplier’s Representative shall directly liaise for the purposes of monitoring and reviewing the operation and performance of the PCRS Agreement. Limitation of Liability Nothing in this PCRS Agreement limits or excludes a Party's liability for: death or personal injury arising out of negligence; for fraud, fraudulent misrepresentation, criminal acts; or where such a limitation or exclusion would be contrary to law. Subject to clause 4.1 of these Terms neither Party nor any of its Affiliates shall be liable to the other Party or its Affiliates for any indirect, special, exemplary or consequential loss of any kind, whether in contract (including for damages for any deliberate repudiatory acts), delict or tort (including negligence), for breach of statutory duty, or otherwise. Freedom of Information and Data Protection Both Parties warrant that all necessary steps will be taken to maintain full compliance with the Data Protection Act 2018. No Confidential Information relating to the identity, condition, medical treatment or history of a Patient will be provided to a Supplier further to a PCRS Agreement. The Commissioner shall treat as confidential all Supplier Confidential Information and shall not disclose to any third party without the prior written consent of the Supplier any Supplier Confidential Information; provided that such undertaking will not apply where the information: is or becomes public knowledge other than by breach of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such Clause 5; is in the Order Form. Any change possession of the Commissioner without restriction in relation to disclosure before the date of receipt; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Supplier Representative shall be agreed in accordance with Clause 26 Confidential Information; to the extent that the Commissioner is required to disclose such Supplier Confidential Information by law or any regulatory or government authority (Supplier Personnelbut only to that extent) and implemented following provided that to the procedure set out in Clause 21.1 extent the Commissioner is legally able to do so it shall (Variation Procedure). The Customer shall notify i) advise the Supplier as soon as reasonably practicable of any such legal requirement made of it by a regulatory or governmental authority to disclose Confidential Information, (ii) seek an opportunity for the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice Supplier to make representations to the Supplier, revoke regulatory or amend governmental authority and (iii) advise the regulatory or governmental authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts confidential nature of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the CustomerSupplier Confidential Information. The Supplier shall: keep Commissioner recognises the records and accounts referred to in Clause 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 at the Supplier’s premises and/or provide records and accounts (including copies legitimacy of the Supplier's published accounts) or copies value and detail of the same, as may be Rebate being commercially sensitive and confidential. Nothing contained in this Clause 5 shall prevent the Commissioner from disclosing any Supplier Confidential Information wherever disclosure is required by any virtue of the Auditors Commissioner’s status as an NHS entity to a department, office or agency of the Commissioner’s Government or to any other NHS Associated Parties; Provided that the Commissioner shall require the recipient of such Supplier Confidential Information to accept an obligation of confidentiality in relation to such Supplier Confidential Information in terms no less onerous than contained in these Terms. Nothing whether expressly provided in the PCRS Agreement, or otherwise implied, shall preclude the Commissioner from making public under the Freedom of Information Act (2000) and/or any codes or regulations applicable from time to time during the Call Off Contract Period and the period specified in Clause 20.1relating to access to public authorities’ information (“FOI”), 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 purposes to: 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); verify the costs of the Supplier (including the costs details of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records matters relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 20, unless the audit reveals a 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.PCRS Agreement unless:

Representatives. Each Party shall have a representative for the duration of this Call Call-Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Call-Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 2429 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Call-Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Call-Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Call-Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 18.119.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Call-Off Contract Period and the period specified in Clause 20.118.1, 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 Call-Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Call-Off Contract Charges and any other amounts payable by the Customer under this Call Call-Off Contract (and proposed or actual variations to them in accordance with this Call Call-Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Call-Off Guarantor 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Call-Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Call-Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Call-Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 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 Supplier Equipment used in the provision of the Services; and access to the Supplier 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 2018, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, 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 20.121.1, 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 Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s Suppliers quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Suppliers 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 33 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.123.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2023, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.124.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2024, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract Lease Agreement who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractLease Agreement. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 32 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Lease Agreement Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Lease Agreement Expiry Date (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 Lease Agreement including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Lease Agreement Period and the period specified in Clause 20.124.1, 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 Lease Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Lease Agreement Charges and any other amounts payable by the Customer under this Call Off Contract Lease Agreement (and proposed or actual variations to them in accordance with this Call Off ContractLease Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off ContractLease Agreement; 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(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractLease Agreement; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2024, unless the audit reveals a 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.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 29 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.123.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2023, unless the audit reveals a 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.. CHANGE

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 26 27. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (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, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 20.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 20.1 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, 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 20.121.1, 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 purposes in order to: 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); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; 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; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or 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; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Call Off Contract; 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(1) of the National Audit Act 1983 Xxx 0000 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; 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 Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier 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 2021., unless the audit reveals a 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.