Common use of SUB-CONTRACTING Clause in Contracts

SUB-CONTRACTING. 34.1. The Purchaser approves the appointment of the sub-contractors specified in Schedule 5.6 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the Contract to other sub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the Contract. The Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.1. requires payment to be made of all sums due by the Service Provider to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction; 34.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser; 34.3.3. requires that all contracts with sub-contractors and suppliers which the sub- contractor intends to procure, and which the sub-contractor has not before the date of this Contract, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. is in the same terms as that set out in this clause 34.3 (including for the avoidance of doubt this clause 34.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be. 34.4. The Service Provider shall also include in every sub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractorsContractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 clause) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 32.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland, and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 34.1 The Purchaser approves the appointment of the sub-contractors specified in Schedule 5.6 6 (Approved Sub-contractors) in respect of the te obligations specified in that Schedule. 34.2. 34.2 The Service Provider may not sub-contract its obligations under the Contract to other sub-contractors subcontractors without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the Contract. The Service Provider shall be responsible for the acts and omissions of its sub-contractors Service Providers as though they are its own. 34.3. 34.3 Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.1. 34.3.1 requires payment to be made of all sums due by the Service Provider to the sub- contractor sub-c ontractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction; 34.3.2. 34.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser; 34.3.3. 34.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this Contract, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 34.3.4 is in the same terms as that set out in this clause 34.3 (including for the avoidance of doubt this clause 34.3.4 clause) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be. 34.4. 34.4 The Service Provider shall also include in every sub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 57.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. 34.5 Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. 34.6 Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services Goods and related services and the sub-sub- contractor’s invoice relates to such Services Goods and related services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors and suppliers which the sub- sub-contractor intends to procure, and which the sub-contractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1. a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, Contract or contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 (Termination Rights) occur; and 34.4.2 31.4.2. a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1. advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2. follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31 (including for the avoidance of doubt this clause 34.3.4 31.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor sub -contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. . 31.4.3 In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.144.1. The Purchaser approves the appointment of the sub-contractors specified in Schedule 5.6 5 (Approved Sub-contractorsContractors) in respect of the obligations specified in that Schedule. 34.244.2. The Service Provider Supplier may not sub-contract its obligations under the Contract to other sub-contractors Suppliers without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider Supplier of any obligation or duty attributable to the Service Provider Supplier under the Contract. The Service Provider Supplier shall be responsible for the acts and omissions of its sub-contractors sub- Suppliers as though they are its own. 34.344.3. Where the Service Provider Supplier enters into a sub-contract the Service Provider Supplier must ensure that a provision is included which: 34.3.144.3.1. requires payment to be made of all sums due by the Service Provider Supplier to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider Supplier in respect of Services Goods and the sub-sub- contractor’s invoice relates to such Services Goods then, to that extent, the invoice must be treated as valid and, provided the Service Provider Supplier is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderSupplier, payment must be made to the sub-contractor without deduction; 34.3.244.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser; 34.3.344.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this Contract, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.444.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Supplier and sub-contractor as the case may be. 34.444.4. The Service Provider Supplier shall also include in every sub-contract: 34.4.1 44.4.1 a right for the Service Provider Supplier to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 65.3 occur; and 34.4.2 44.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.444.4, ‘sub-contract’ means a contract between two or more service providerssuppliers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.544.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider Supplier to the Purchaser as soon as reasonably practicable. 34.644.6. Where the Service Provider Supplier proposes to enter into a sub-contract it must: 34.6.1 44.6.1. advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer the locality in which the Goods are to locality]] be delivered and in the Public Contracts Scotland Portal; and 34.6.2 44.6.2. follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. The Purchaser approves Except as to the appointment extent detailed at condition 34 and Schedule 10 of the sub-contractors specified in Schedule 5.6 (Approved Sub-contractors) in respect of Framework Agreement , the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the Contract to other sub-contractors Contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the Contract. The Service Provider shall be responsible for the acts and omissions of its sub-contractors Contractors as though they are its own. 34.334.2. Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.134.2.1. requires payment to be made of all sums due by the Service Provider to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction; 34.3.234.2.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser; 34.3.334.2.3. requires that all contracts with sub-contractors subcontractors and suppliers Contractors which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this Contract, already planned to award to a particular supplier Contractor are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.434.2.4. is in the same terms as that set out in this clause 34.3 34.2 (including for the avoidance of doubt this clause 34.3.4 34.2.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be. 34.4. The Service Provider shall also include in every sub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services Goods and related services and the sub-sub- contractor’s invoice relates to such Services Goods and related services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1. a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, Contract or contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 (Termination Rights) occur; and 34.4.2 31.4.2. a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. The Purchaser approves the appointment of the subSub-contractors specified in Schedule 5.6 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the this Contract to other subSub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the this Contract. The Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. 34.3. Where the Service Provider enters into a subSub-contract the Service Provider must ensure that a provision is included which: 34.3.1. : requires payment to be made of all sums due by the Service Provider to the sub- Sub-contractor within a specified period not exceeding 30 thirty (30) days from the receipt of a valid invoice as defined by the subSub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the subSub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the subSub-contractor or in respect of a sum otherwise due by the subSub-contractor to the Service Provider, payment must be made to the subSub-contractor without deduction; 34.3.2. ; notifies the subSub-contractor that the subSub-contract forms part of a larger contract for the benefit of the Purchaser and that should the subSub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the subSub-contractor to the Purchaser; 34.3.3. ; requires that all contracts with subSub-contractors and suppliers which the sub- Sub-contractor intends to procure, and which the subSub-contractor has not before the date of this Contract, Commencement Date already planned to award to a particular supplier supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. includes provisions requiring the conduct of audits; and is in the same terms as that set out in this clause 34.3 41.3 (including for the avoidance of doubt this clause 34.3.4 41.3.5 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and subSub-contractor as the case may be. 34.4. The Service Provider shall also include in every subSub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services Goods and related services and the sub-sub- contractor’s invoice relates to such Services Goods and related services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors and suppliers which the sub- sub-contractor intends to procure, and which the sub-contractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1. a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, Contract or contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 (Termination Rights) occur; and 34.4.2 31.4.2. a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1. advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2. follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland (nationally) and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (( ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract contrac t for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal port al (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractorsContractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 clause) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 32.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-sub- contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland, and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-sub- contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement . The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-sub- contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement , already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 0 (including for the avoidance of doubt this clause 34.3.4 0) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. The Service Provider shall also include in every sub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. 31.4 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.5 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.5.1 advertise its intention to do so in at least one trade journal, [journal (at least one newspaper circulating in [refer to the appropriate locality]] ) and on the Public Contracts Scotland Portal; and 34.6.2 31.5.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. 31.6 Subject to clause 31.8, the Authority may assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof to: (a) any Contracting Authority; or (b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Authority; or (c) any private sector body which substantially performs the functions of the Authority, provided that any such assignation, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Framework Agreement. 31.7 Any change in the legal status of the Authority such that it ceases to be a Contracting Authority shall not, subject to clause 31.8, affect the validity of the Framework Agreement. In such circumstances, the Framework Agreement shall bind and inure to the benefit of any successor body to the Authority. 31.8 If the rights and obligations under the Framework Agreement are assigned, novated or otherwise disposed of pursuant to clause 31.6 to a body which is not a Contracting Authority or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the “Transferee”): (a) the rights of termination of the Authority in clauses 42 (Termination on Default) and 43 (Termination on Insolvency and Change of Control) shall be available to the Contractor in the event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Framework Agreement or any part thereof with the prior consent in writing of the Contractor. 31.9 The Authority may disclose to any Transferee any Confidential Information of the Contrator which relates to the performance of the Contractor’s obligations under the Framework Agreement. In such circumstances the Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Framework Agreement and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31 (including for the avoidance of doubt this clause 34.3.4 31.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor sub -contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. . 31.4.3 In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and; 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. ‌ 41.1 The Purchaser approves the appointment of the subSub-contractors specified in Schedule 5.6 (Approved Sub-contractors) in respect of the obligations specified in that Schedule.7 34.2. 41.2 The Service Provider may not sub-contract its obligations under the this Contract to other sub-Sub- contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the this Contract. The Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. 34.3. 41.3 Where the Service Provider enters into a subSub-contract the Service Provider must ensure that a provision is included which: 34.3.1. 41.3.1 requires payment to be made of all sums due by the Service Provider to the sub- Sub- contractor within a specified period not exceeding 30 thirty (30) days from the receipt of a valid invoice as defined by the subSub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the subSub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the subSub-contractor or in respect of a sum otherwise due by the subSub-contractor to the Service Provider, payment must be made to the subSub-contractor without deduction; 34.3.2. 41.3.2 notifies the subSub-contractor that the subSub-contract forms part of a larger contract for the benefit of the Purchaser and that should the subSub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-Sub- contractor to the Purchaser; 34.3.3. 41.3.3 requires that all contracts with subSub-contractors and suppliers which the sub- Sub-contractor intends to procure, and which the subSub-contractor has not before the date of this Contract, Commencement Date already planned to award to a particular supplier supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; 41.3.4 includes provisions requiring the conduct of audits; and 34.3.4. 41.3.5 is in the same terms as that set out in this clause 34.3 41.3 (including for the avoidance of doubt this clause 34.3.4 41.3.5 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and subSub-contractor as the case may be. 34.4. 41.4 The Service Provider shall also include in every subSub-contract: 34.4.1 41.4.1 a right for the Service Provider to terminate that subSub-contract if the relevant sub- Sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 64.3 (Termination Rights) occur; and 34.4.2 41.4.2 a requirement that the subSub-contractor includes a provision having the same effect as 34.4.1 clause 41.4.1 in any subSub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. 41.5 Where requested by the Purchaser, copies of any subSub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. 41.6 Where the Service Provider proposes to enter into a subSub-contract it must: 34.6.1 41.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] journal and the Public Contracts Scotland Portal; and 34.6.2 41.6.2 follow a procedure leading to the selection of the subSub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. Guidance notes: Please delete clause 41.1 and Schedule 7 (Approved Sub-contractors) if there are no pre-approved sub-contractors as at contract award. A change to the sub-contractor position might be a material and impermissible amendment to a public contract so it is important that the Purchaser should be able to control sub-contracting. Legal advice should be taken before approving changes to the sub-contracting position – EU law might require a request to be rejected and require the contract to be terminated if the change goes ahead (see clause 65.2 (Termination on Insolvency or Change of Control)). See also clause 41.2 on responsibility for the acts and omissions of sub-contractors.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Goods & related Services and the sub-sub- contractor’s invoice relates to such Goods & related Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31 (including for the avoidance of doubt this clause 34.3.4 31.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor sub -contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. . 31.4.3 In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one trade journal, at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and; 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. The Purchaser approves the appointment of the subSub-contractors specified in Schedule 5.6 Error: Reference source not found (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the this Contract to other subSub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the this Contract. The Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. 34.3. Where the Service Provider enters into a subSub-contract the Service Provider must ensure that a provision is included which: 34.3.1. : requires payment to be made of all sums due by the Service Provider to the sub- Sub-contractor within a specified period not exceeding 30 thirty (30) days from the receipt of a valid invoice as defined by the subSub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the subSub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the subSub-contractor or in respect of a sum otherwise due by the subSub-contractor to the Service Provider, payment must be made to the subSub-contractor without deduction; 34.3.2. ; notifies the subSub-contractor that the subSub-contract forms part of a larger contract for the benefit of the Purchaser and that should the subSub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the subSub-contractor to the Purchaser; 34.3.3. ; requires that all contracts with subSub-contractors and suppliers which the sub- Sub-contractor intends to procure, and which the subSub-contractor has not before the date of this Contract, Commencement Date already planned to award to a particular supplier supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. includes provisions requiring the conduct of audits; and is in the same terms as that set out in this clause 34.3 41.3 (including for the avoidance of doubt this clause 34.3.4 41.3.5 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and subSub-contractor as the case may be. 34.4. The Service Provider shall also include in every subSub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be. 34.4. 31.4 The Service Provider shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 as 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors , at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider proposes to enter into a sub-contract which has a value in excess of £119,000 except where the Supplier already has established supply chain arrangements that it intends to use to deliver the requirements it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract contrac t for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal port al (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. The Purchaser approves Except as to the appointment extent detailed at condition 34 and Schedule 10 of the sub-contractors specified in Schedule 5.6 (Approved Sub-contractors) in respect of Framework Agreement, the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the Contract to other sub-contractors Contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the Contract. The Service Provider shall be responsible for the acts and omissions of its sub-contractors Contractors as though they are its own. 34.334.2. Where the Service Provider enters into a sub-contract the Service Provider must ensure that a provision is included which: 34.3.134.2.1. requires payment to be made of all sums due by the Service Provider to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service Provider, payment must be made to the sub-contractor without deduction; 34.3.234.2.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the Purchaser; 34.3.334.2.3. requires that all contracts with sub-contractors subcontractors and suppliers Contractors which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this Contract, already planned to award to a particular supplier Contractor are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.434.2.4. is in the same terms as that set out in this clause 34.3 34.2 (including for the avoidance of doubt this clause 34.3.4 34.2.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and sub-contractor as the case may be. 34.4. The Service Provider shall also include in every sub-contract: 34.4.1 a right for the Service Provider to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 occur; and 34.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 in any sub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any sub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Contractor may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all ofall sums due by the Service Provider Contractor to the sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Goods & related Services and the sub-contractor’s invoice relates to such Goods & related Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-sub- contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance avoidanc e of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.431.4. The Service Provider Contractor shall also include in every sub-contract: 34.4.1 3 1. 4. 1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 3 1. 4. 2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Contractor proposes to enter into a sub-contract it mustitmust: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.131.1. The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.231.2. The Service Provider Supplier may not sub-contract its obligations under the Contract Framework Agreement to other sub-contractors without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Supplier of any obligation or duty attributable to the Service Provider Supplier under the ContractFramework Agreement. The Service Provider Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.331.3. Where the Service Provider Supplier enters into a sub-contract the Service Provider Supplier must ensure that a provision is included which: 34.3.131.3.1. requires payment to be made of all sums due by the Service Provider Supplier to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Supplier in respect of Services and the sub-sub- contractor’s invoice relates to such Services then, to that extent, the invoice invoic e must be treated as valid and, provided the Service Provider Supplier is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderSupplier, payment must be made to the sub-contractor without deduction; 34.3.231.3.2. notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-sub- contractor to the PurchaserAuthority; 34.3.331.3.3. requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.431.3.4. is in the same terms as that set out in this clause 34.3 31.3 (including for the avoidance avoidanc e of doubt this clause 34.3.4 31.3.4) subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Supplier and sub-contractor as the case may be. 34.431.4. The Service Provider Supplier shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Supplier to terminate that sub-contract if the relevant sub- sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.531.5. Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Supplier to the Purchaser Authority as soon as reasonably practicable. 34.631.6. Where the Service Provider Supplier proposes to enter into a sub-contract it must: 34.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] and the Public Contracts Scotland Portal; and 34.6.2 31.6.1 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises. 31A. Supply Chain Transparency and Protections Knowledge of the supplychain 1. In performing its role as a reseller, the Supplier will use its reasonable endeavours to ensure that the suppliers operating in its supply chain (the “Supplier’s Suppliers”) prepare and maintain a written supplier code of conduct or supplier policy that addresses the following. • child labour, • forced labour, • working hours, • wages, • discrimination, • health and safety, • freedom of association, • collective bargaining, • disciplinary practices, • humane treatment of workers, • training, • engagement with NGOs, and • worker grievance procedures . The Supplier will provide the Authority with a copy of the Supplier’s Suppliers codes of conduct or supplier policies on request. 2. The Supplier will use its reasonable endeavours to ensure that the Supplier’s Suppliers prepare and maintain appropriate policies and procedures to identify, manage and mitigate labour and human rights risks in their supply chains relevant to this Framework Agreement (the “Supplier Supply Chain”).

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31 (including for the avoidance of doubt this clause 34.3.4 31.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor sub -contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. . 31.4.3 In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [one trade journal, at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and; 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.

SUB-CONTRACTING. 34.1. The Purchaser approves the appointment of the subSub-contractors specified in Schedule 5.6 7 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. The Service Provider may not sub-contract its obligations under the this Contract to other subSub-contractors without the prior written consent of the Purchaser. Sub-contracting of any part of the this Contract shall not relieve the Service Provider of any obligation or duty attributable to the Service Provider under the this Contract. The Service Provider shall be responsible for the acts and omissions of its subSub-contractors as though they are its own. 34.3. Where the Service Provider enters into a subSub-contract the Service Provider must ensure that a provision is included which: 34.3.1. : requires payment to be made of all sums due by the Service Provider to the sub- Sub-contractor within a specified period not exceeding 30 thirty (30) days from the receipt of a valid invoice as defined by the subSub-contract requirements and provides that, where the Purchaser has made payment to the Service Provider in respect of Services and the subSub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider is not exercising a right of retention or set-off in respect of a breach of contract by the subSub-contractor or in respect of a sum otherwise due by the subSub-contractor to the Service Provider, payment must be made to the subSub-contractor without deduction; 34.3.2. ; notifies the subSub-contractor that the subSub-contract forms part of a larger contract for the benefit of the Purchaser and that should the subSub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the subSub-contractor to the Purchaser; 34.3.3. ; requires that all contracts with subSub-contractors and suppliers which the sub- Sub-contractor intends to procure, and which the subSub-contractor has not before the date of this Contract, Commencement Date already planned to award to a particular supplier supplier, are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. includes provisions requiring the conduct of audits; and is in the same terms as that set out in this clause 34.3 41.3 (including for the avoidance of doubt this clause 34.3.4 41.3.5 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider and subSub-contractor as the case may be. 34.4. The Service Provider shall also include in every subSub-contract: 34.4.1 : a right for the Service Provider to terminate that subSub-contract if the relevant sub- Sub-contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 64.3 (Termination Rights) occur; and 34.4.2 and a requirement that the subSub-contractor includes a provision having the same effect as 34.4.1 clause 41.4.1 in any subSub-contract which it awards. In this clause 34.4, ‘sub-contract’ means a contract between two or more service providers, at any stage of remoteness from the Purchaser in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 34.5. Where requested by the Purchaser, copies of any subSub-contract must be sent by the Service Provider to the Purchaser as soon as reasonably practicable. 34.6. Where the Service Provider proposes to enter into a subSub-contract it must: 34.6.1 : advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] journal and the Public Contracts Scotland Portal; and 34.6.2 and follow a procedure leading to the selection of the subSub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.. Guidance notes: Please delete clause 41.1 and Schedule 7 (Approved Sub-contractors) if there are no pre-approved sub-contractors as at contract award. A change to the sub-contractor position might be a material and impermissible amendment to a public contract so it is important that the Purchaser should be able to control sub-contracting. Legal advice should be taken before approving changes to the sub-contracting position – applicable law might require a request to be rejected and require the contract to be terminated if the change goes ahead (see clause 65.2 (Termination on Insolvency or Change of Control)). See also clause 41.2 on responsibility for the acts and omissions of sub-contractors. Change

SUB-CONTRACTING. 34.1. 31.1 The Purchaser Authority approves the appointment of the sub-contractors specified in Schedule 5.6 10 (Approved Sub-contractors) in respect of the obligations specified in that Schedule. 34.2. 31.2 The Service Provider Contractor may not sub-contract its obligations under the Contract to other sub-contractors Framework Agreement without the prior written consent of the PurchaserAuthority. Sub-contracting of any part of the Contract Framework Agreement shall not relieve the Service Provider Contractor of any obligation or duty attributable to the Service Provider Contractor under the ContractFramework Agreement. The Service Provider Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. 34.3. 31.3 Where the Service Provider Contractor enters into a sub-contract the Service Provider Contractor must ensure that a provision is included which: 34.3.1. 31.3.1 requires payment to be made of all sums due by the Service Provider Contractor to the sub- sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice as defined by the sub-contract requirements and provides that, where the Purchaser Authority has made payment to the Service Provider Contractor in respect of Services and the sub-contractor’s invoice relates to such Services then, to that extent, the invoice must be treated as valid and, provided the Service Provider Contractor is not exercising a right of retention or set-off in respect of a breach of contract by the sub-contractor or in respect of a sum otherwise due by the sub-contractor to the Service ProviderContractor, payment must be made to the sub-contractor without deduction; 34.3.2. 31.3.2 notifies the sub-contractor that the sub-contract forms part of a larger contract for the benefit of the Purchaser Authority and that should the sub-contractor have any difficulty in securing the timely payment of an invoice, that matter may be referred by the sub-contractor to the PurchaserAuthority; 34.3.3. 31.3.3 requires that all contracts with sub-contractors subcontractors and suppliers which the sub- contractor subcontractor intends to procure, and which the sub-contractor subcontractor has not before the date of this ContractFramework Agreement, already planned to award to a particular supplier are advertised through the Public Contracts Scotland procurement portal (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇) and awarded following a fair, open, transparent and competitive process proportionate to the nature and value of the contract; and 34.3.4. 31.3.4 is in the same terms as that set out in this clause 34.3 31 (including for the avoidance of doubt this clause 34.3.4 31.3.4 subject only to modification to refer to the correct designation of the equivalent party as the Service Provider Contractor and sub-contractor as the case may be. 34.4. 31.4 The Service Provider Contractor shall also include in every sub-contract: 34.4.1 31.4.1 a right for the Service Provider Contractor to terminate that sub-contract if the relevant sub- contractor sub -contractor fails to comply in the performance of its contract with legal obligations in the fields of environmental, social or employment law or if any of the termination events (involving substantial modification of the Contract, contract award despite the existence of exclusion grounds or a serious infringement of EU legal obligations) specified in clause 56.3 42.4 occur; and 34.4.2 31.4.2 a requirement that the sub-contractor includes a provision having the same effect as 34.4.1 31.4.1 in any sub-contract which it awards. . 31.4.3 In this clause 34.4Clause 31.4, ‘sub-contract’ means a any contract between two or more service providerscontractors, at any stage of remoteness from the Purchaser Authority in a sub-contracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance performanace of) the whole or any part of this ContractFramework Agreement. 34.5. 31.5 Where requested by the PurchaserAuthority, copies of any sub-contract must be sent by the Service Provider Contractor to the Purchaser Authority as soon as reasonably practicable. 34.6. 31.6 Where the Service Provider Contractor proposes to enter into a sub-contract it must: 34.6.1 31.6.1 advertise its intention to do so in at least one trade journal, [at least one newspaper circulating in [refer to locality]] Scotland and the Public Contracts Scotland Portal; and 34.6.2 31.6.2 follow a procedure leading to the selection of the sub-contractor which ensures reasonable competition following principles of equal treatment, non-discrimination and transparency and which ensures that such procedure is accessible by small and medium enterprises.