Common use of Technical Standards Clause in Contracts

Technical Standards. The technical standards used as a requirement for this Call-Off Contract are: • Agile Delivery; • Scrum, DevOps and Kanban expertise; • AWS well architected solutions (if applicable in SOW) • Mentoring/coaching experience for capability build. • Supplier will hold Cyber Essentials + certification Service level agreement: The service level and availability criteria required for this Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews with the supplier to validate the monthly invoice costs as part of the approval and cost management process; and • Regular (weekly) progress updates with the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place. Offboarding The offboarding plan for this Call-Off Contract is: • The Buyer has the right to reduce the rate of development or delivery of service contained within a SOW when required. • In the event that the above should happen, Supplier and Buyer will mutually agree a reduction in the service with a two week notice period. The outcome of which will likely be a reduction in team size by the Supplier. • The notice period shall be given in writing (by email). The receiving party must acknowledge receipt of request within 24 hours.

Technical Standards. The technical standards used as a requirement for this Call-Call Off Contract areare as follows: • Agile Delivery; • Scrum, DevOps and Kanban expertise; • AWS well architected solutions (if applicable in SOW) • Mentoring/coaching experience for capability build. • Supplier will hold Cyber Essentials + certification Certificate – Certified 2021 • ISO/IEC 27001 – Certified Specification for Information Security management Systems - Certified 2021 • ED security plan (embedded below) Additional technical standards used as a requirement for this call off contract can also be found in 3.13 of the Supplier’s service offering below: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇/g- cloud/services/102676290290527 Service level agreement: The service level and availability criteria required for this Call- Off Contract can be found in Schedule 3 Onboarding N/A Offboarding In the event that this Call Off Contract expires or is terminated the Supplier shall, where so requested by the Customer, provide assistance to the Customer to migrate the provision of the Goods and Services to a Replacement Supplier. In complying with its obligation the Supplier shall: (a) transfer to the Customer and/or the Replacement Supplier (as notified by the Customer) such of the contracts listed in the Exit Plan (if any) as are notified to the Supplier and/or by the Customer in return for payment of the costs (if any) set out in the Exit Plan in respect of such contracts; and (b) promptly provide all information concerning the provision of the Goods and Services which may reasonably be requested by the Customer for the purposes of adequately understanding the manner in which the Services have been provided or for 6 the purpose of allowing the Customer or the Replacement Supplier to conduct due diligence. On the Call Off Expiry Date, the Supplier shall: (a) comply with its obligations in in relation to the use of any Customer Software, Customer Background IPR and/or Customer Data licensed to it by the Customer (Termination of licences). (b) immediately deliver to the Customer any Customer Property issued to the. Such Customer Property shall be handed back to the Customer in good working order (allowance shall be made only for reasonable wear and tear); (c) return to the Customer any sums prepaid in respect of the Goods or Services not provided by the Call Off Expiry Date; and (d) use reasonable endeavours to procure that the benefit of manufacturer’s warranty in respect of any Goods is assigned, or otherwise transferred to the Customer. Collaboration agreement To be mutually agree if/when required Limit on Parties’ liability The annual total liability of either Party for all Property Defaults will not exceed the Charges paid by the Buyer to the Supplier during the Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews with Term. The annual total liability for Buyer Data Defaults will not exceed the supplier Charges paid by the Buyer to validate the monthly invoice costs as part of the approval and cost management process; and • Regular (weekly) progress updates with the Supplier to enable timely action if required. • The acceptance criteria shall be that during the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place. Offboarding The offboarding plan for this Call-Off Contract is: • The Buyer has the right to reduce the rate of development or delivery of service contained within a SOW when required. • In the event that the above should happen, Supplier and Buyer will mutually agree a reduction in the service with a two week notice periodTerm. The outcome annual total liability for all other Defaults will not exceed 125% of which will likely be a reduction in team size the Charges payable by the Supplier. • The notice period shall be given in writing (by email). The receiving party must acknowledge receipt of request within 24 hoursBuyer to the Supplier during the Call-Off Contract Term.

Technical Standards. The technical standards used as a requirement for this Call-Call- Off Contract areare as defined in the service specification including: • Agile Delivery; • Scrum, DevOps Datasets to be accessible via URL download from FTP server as per requirement specification and Kanban expertise; • AWS well architected solutions (if applicable in SOW) • Mentoring/coaching experience for capability buildonboarding. • Supplier will hold Cyber Essentials + certification Datasets to be accessible via Azure SQL Cloud as onboarding. Service level agreement: The service level and availability criteria required for this Call-Off Contract are: Acceptance Criteria: is; • Formal deliverable/progress reviews with the supplier to validate the monthly invoice costs as part of the approval Support response times - 99% within 4 hours between 9am and cost management process; and • Regular (weekly) progress updates with the Supplier to enable timely action if required5pm business days. Mostly within minutes. • The acceptance criteria shall All datasets will be that updated the Deliverables materially conform same business day (9am to the specifications 5pm) new data becomes available. • Customers also have access to a full forum where they can make suggestions and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Partiesrequests for new datasets, the following activities shall take place: • Supplier and Client will meet etc. They can also use it to discuss services required, expected deliverables ideas and ways of working; • share knowledge. Onboarding The onboarding plan for this Call-Off Contract is as follows: The supplier will select suitably qualified provide a download URL connection and experienced staff an Azure SQL Cloud log in to deliver the buyer to access the data which will be available once the service and will ensure has been switched on follow- ing the relevant security checks (i.e., BPSS as a minimum) are completed prior to call-off commencement date; . The full range of datasets will be defined and agreed between the Buyer and Supplier during the Onboarding period. As part of onboarding it is agreed that to better manage the on- going supplier relationship the buyer and supplier shall agree to the following: • The Contract review – the parties agree to hold an annual contract review to discuss the contract and any con- cerns that have arisen during this period. This meeting to take place no later than the 11th month of the current 12-month period. • Changes / Variations to the contract – the parties agree that any requests to change the contract beyond what is agreed here will be managed via an appropriate change management process. Any reasonable material costs incurred by the supplier may substitute staff at any point providing (monetary or labour costs) that are associated directly with the replacement staff are equally qualified/experienced proposed change will be discussed and appropriate notice and arrangements in placeif agreed by both the par- ties, will be paid by the buyer an uplift to the original purchase order. • Renewal / Exit from contract – see offboarding below. Offboarding The offboarding plan for this Call-Off Contract isis as follows: • The Buyer has Contract End Meeting - It is agreed that no later than six months before the right to reduce the rate end of development or delivery of service contained within a SOW when required. • In the event this contract that the above should happenbuyer will agree to meet with the supplier to discuss whether this contract will be renewed. This agreement does not affect either parties’ rights under Part B Terms & Condi- tions section 18 “Ending the Call of Contract, Supplier and Buyer will mutually agree a reduction in the service with a two week notice period. The outcome of which will likely be a reduction in team size are mandated by the SupplierG Cloud Framework. • The notice period shall be given intention of the Contract End Meeting is to demon- strate good faith in writing the buyer’s relationship with our sup- plier partner in the management and execution of this contract. • If the contract is not renewed or extended at the end of this call-off agreement the buyer must cease using any data already copied from the database. • The buyer is allowed to retain any work product de- rived from the supplier’s database such as reports but cannot make new works. As per the software licence terms and conditions. Collaboration agreement Not Applicable Limit on Parties’ liability Defaults by either party resulting in direct loss or damage to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed per year. The annual total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation of or damage to any Buyer Data will not exceed of the Charges payable by emailthe Buyer to the Supplier during the Call- Off Contract Term (whichever is the greater). The receiving party must acknowledge annual total liability of the Supplier for all other Defaults will not exceed the greater of of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). ▇▇▇▇▇’s responsibilities The Buyer is responsible for accessing the URL provided by the supplier once the service has been switched on following the call-off commencement date. As this is a software solution de- livered via software as a service (SaaS) there are no other re- sponsibilities for the buyer. Buyer’s equipment The Buyer’s equipment to be used with this Call-Off Contract in- cludes Not Applicable. Reason is because this is the procurement of datasets via software as a service (SaaS). Supplier’s information Not Applicable Call-Off Contract charges and payment ITEM PERIOD PRICE UK HD/HF Licences 01/07/2025 – 30/06/2027 £509,381.72 Total (ex. VAT) £509,381.72 The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is Bank Transfer from Invoice. Payment profile The payment profile for this Call-Off Contract is single payments in ad- ▇▇▇▇▇ for the initial 2-year period as follows: Optional up to 12-month extension, subject to NHS England internal Business Case Approvals. Invoice details The Supplier will issue electronic invoice annually in advanced. The Buyer will pay the Supplier within 30 days of receipt of request within 24 hoursa valid undisputed invoice which includes a valid Purchase Order Number. The Buyer may, without prejudice to any other rights and remedies under this Call-Off Contract withhold or reduce payments in the event of unsatisfactory performance. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Buyer shall, following the Receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. Who and where to send invoices to Any queries regarding outstanding payments should be directed to NHS England’s Accounts Payable section by email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ Invoices should clearly quote the purchase order number, be addressed to NHS England, X24 Payables K005, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and be sent as a PDF attachment by email to the following email address; ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ (one invoice per PDF) and emails must not exceed 10Mb and quote, ‘X24 Invoice Scanning’ in subject line or alternatively invoices can be sent via post to the above address. Invoice information required The Buyer shall issue a Purchase Order to the Supplier in respect of any Services to be supplied to the Buyer under this Call-Off Contract. The Supplier shall comply with the terms of such Purchase Order as a term of this Call-Off Contract. For the avoidance of doubt, any actions or work undertaken by the Supplier under this Call-Off Contract prior to the receipt of a Purchase Order covering the relevant Services shall be undertaken at the Supplier’s risk and expense and the Supplier shall only be entitled to invoice for Services covered by a valid Purchase Order. The Supplier must be in Receipt of a valid Purchase Order Number before submitting an invoice. All invoices should be sent, quoting that number to the address given on the Purchase Order. To avoid delay in payment it is important that the invoice is compliant and that it includes an item number (if applicable) and the details (name and telephone number) of the Buyer contact. Non-compliant invoices will be sent back to the Supplier, which may lead to a delay in payment. Invoice frequency Invoice will be sent to the Buyer in accordance with the above pay- ment profile. Call-Off Contract value Has the meaning given in Part A, above Call-Off Contract charges The breakdown of the Charges is as set out in Order Form Schedule 2 (Call-Off Contract charges). Any expenses must be agreed by the Buyer in writing prior to such costs being incurred and will only be payable in accordance with the Buyer’s expenses policy.

Technical Standards. The technical standards used as a requirement for this Call-Off Contract are: • Agile Delivery; • Scrum, DevOps shall be as specified in Statement(s) of Work and Kanban expertise; • AWS well architected solutions Schedule 1 (if applicable in SOW) • Mentoring/coaching experience for capability buildServices). • Supplier will hold Cyber Essentials + certification Service level agreement: Supplier shall utilise appropriately qualified Supplier staff. In the event that any Deliverable does not meet the relevant Acceptance Criteria, Supplier shall promptly (within two days of notification by Buyer) submit a remedial action plan to Buyer and the Parties shall meet to agree remedial actions in good faith. Following completion of the relevant remedial actions or within 10 days of the Buyer’s notification of the relevant Deliverable failing to meet the Acceptance Criteria (whichever is sooner), the Buyer may either request further remedial action or will follow the Variation process to remove the relevant Deliverable (or partial Deliverable) from scope and amend the Charges in accordance with the relevant Variation impact assessment. Onboarding Supplier shall cooperate with Buyer’s reasonably required onboarding activities Offboarding Supplier shall build knowledge transfer (KT) into all activities and Deliverables, including KT to Buyer’s exit and transition management resources (and other third parties where relevant). The service level Supplier shall provide all documentation and availability criteria artefacts developed and delivered during the call-off contract duration. Collaboration agreement Supplier shall reasonably collaborate with the Buyer’s third party suppliers, appointed by the Buyer from time to time to work on Evolve Portfolio projects, and shall in any case reasonably align outputs with those of such other suppliers, including for Buyer’s governance processes. Where Deliverables are closely aligned with parallel work of other projects within the Evolve Portfolio, Buyer may request Supplier to lead on development of such Deliverables across Evolve. Limit on Parties’ liability The annual total liability of either Party for all Property defaults will not exceed five hundred thousand pounds (£500,000). The annual total liability for Buyer Data defaults will not ex- ceed five hundred thousand pounds (£500,000) or 100% of the Charges payable by the Buyer to the Supplier during the Call- Off Contract Term (whichever is the greater). The annual total liability for all other defaults will not exceed the greater of one million pounds sterling (£1,000,000) or 125% of the Charges payable by the Buyer to the Supplier dur- ing relevant calendar year of the Call-Off Contract Term (whichever is the greater). Insurance The insurance(s) required will be: ● a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract] ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews with if the supplier to validate the monthly invoice costs as part Other Party is affected by a Force Majeure Event that lasts for more than 10 consecutive days. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of the approval and cost management process; and • Regular (weekly) progress updates with the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place. Offboarding The offboarding plan for this Call-Off Contract isto enable the Buyer to carry out audits. Clauses: 7.6 The Supplier’s records and accounts will be kept until the latest of the following dates: • The Buyer has 7 years after the right date of Ending or expiry of this Framework Agreement • 7 years after the date of Ending or expiry of this Call- Off Contract to reduce expire or End • Another date agreed between the rate Parties 7.7 During the timelines highlighted in clause 7.6, the Supplier will maintain: • commercial records of development or the Charges and costs (including Subcontractors’ costs) and any variations to them, including proposed variations • books of accounts for this Framework Agreement and all Call-Off Contracts • MI Reports • access to its published accounts and trading entity information • proof of its compliance with its obligations under the Data Protection Legislation and the Transparency provisions under this Framework Agreement • records of its delivery performance under each Call-Off Contract, including that of service contained within a SOW when required. • In the event that the above should happen, Supplier and Buyer will mutually agree a reduction in the service with a two week notice period. The outcome of which will likely be a reduction in team size by the Supplier. • The notice period shall be given in writing (by email). The receiving party must acknowledge receipt of request within 24 hoursits Subcontractors.

Technical Standards. The Supplier is to comply with all referenced technical standards used as a requirement for this Call-Off Contract are: • Agile Delivery; • Scrum, DevOps and Kanban expertise; • AWS well architected solutions (if applicable provided by the Buyer in SOW) • Mentoring/coaching experience for capability buildSchedule1. • Supplier will hold Cyber Essentials + certification Service level agreement: The service level and availability criteria required for this Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews shall be set out in the Work Packages, if relevant. The Supplier shall in delivery of the Services comply with the supplier to validate the monthly invoice costs as part of the approval key performance indicators which are referenced in Schedule 1. Onboarding Delivery and cost management process; and • Regular (weekly) progress updates implementation in accordance with the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth requirements as specified in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place1. Offboarding Within 90 days of contract commencement (30th August 2023) KPMG will provide a refreshed Exit Plan. The offboarding plan for this Call-Off Contract is: • The Supplier is required to ensure the orderly transition of the service from the Supplier to the Buyer and/or Replacement Supplier in the event of termination or expiry of contract; This section sets out the principles of the exit and service transfer arrangements that are intended to achieve an orderly transition which shall form the basis of the Exit Plan; The Supplier will, within three months after the award of the contract, deliver to the Buyer an updated Exit Plan which sets out the Suppliers proposed methodology for achieving an orderly transition of Services from the Supplier to the Buyer and/or its replacement Supplier on the expiry or termination of this contract; The Plan will comply with the requirements set out below: Within 30 days after the submission of the Exit Plan, the parties will user their respective reasonable endeavours to agree the contents of the Exit Plan. The Exit Plan should contain as a minimum: The management structure to be employed during both the transfer and cessation of the services. A detailed description of both the transfer and cessation processes, including a timetable for transition of the Services to the Buyer and/or a Replacement Supplier. Collaboration agreement NOT USED Limit on Parties’ liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed 125% of the total Call-Off Contract value. The annual total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation or damage to any Buyer Data will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). The annual total liability of the Supplier for all other Defaults will not exceed the greater of 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The Supplier insurance(s) required will be: ⚫ A minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract. ⚫ Professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law). ⚫ Employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law. ⚫ Public Liability Insurance with a minimum limit of indemnity of £1,000,000 for each individual claim. Buyer’s responsibilities Where applicable, Buyer Responsibilities are as set out in Schedule 1. Buyer’s equipment The Buyer will not supply Buyer’s equipment to the Supplier for this Call-Off contract unless and in the event there is a specific requirement for this. Supplier’s information Subcontractors or partners 1. KPMG Crimsonwing Limited (company number 03215568) whose registered address is at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; and 2. KPMG India Services LLP whose registered address is at Lodha Excellus Apollo ▇▇▇▇▇ Compound, N. M. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Mumbai MH 400011 IN. Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is BACS. Payment profile The Buyer agrees to pay the Supplier for the Services performed under this Call Off Contract on a fixed price basis, payable following Achievement of the relevant Milestone or where the Buyer has agreed to pay the right Supplier for Services performed by a Core Team on a time and materials basis in relation to reduce a particular Work Package then such payments shall be in line with the rate fee agreed for that Core Team in the relevant Work Package, payable monthly in arrears, subject always to the maximum price cap as set out in the Work Package. The Parties acknowledge and agree that: i. the Buyer shall not be required to pay any amounts that exceed the price for Services agreed under a Work Package; ii. where the total price set out in a Work Package is described as being an ‘estimate’ or ‘indicative’ of development the Charges, this shall be interpreted as the maximum amount that the Buyer shall be required to pay the Supplier for Services and/or time spent by the Core Team under the relevant Work Packages; and iii. a Work Package and accompanying change request shall not be valid unless signed by either Programme SRO, Chief Digital Officer or delivery ▇▇▇ ▇▇▇▇▇▇▇▇ CEO acting on behalf of service the Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇▇ – Solutions Director & ▇▇▇▇ ▇▇▇▇▇▇▇ – Director acting on behalf of the Supplier. Invoice details The Supplier will issue electronic invoices monthly in arrears. The Buyer will pay the Supplier within 30 days of receipt of a valid invoice. Who and where to send invoices to Invoices will be sent to: Care Quality Commission T70 Payables F175 ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Invoice information required All invoices must include the relevant Purchase Order number allocated by the Commercial Team Please note Invoices will be declined if they do not state the following address detail: Care Quality Commission T70 Payables F175 PO Box 312 Leeds LS11 1HP Invoice frequency Invoice will be sent to the Buyer monthly. Call-Off Contract value The total value of this Call-Off Contract is as follows: £5,833,333.34 ex VAT £7,000,000 inc. VAT Call-Off Contract charges The breakdown of the Charges are specified within Schedule 2. Additional Buyer terms Performance of the Service This Call-Off Contract will include the updated Exit and Offboarding plans which are to be provided by KPMG within 90 days of contract commencement. The Performance of Service tasks to be completed will be contained within a SOW when requiredeach individual Work Package documenting the Service Deliverable Description and associated Acceptance Criteria, Workstream Detail, Owner of deliverable and Milestone Due date. • Guarantee Not Applicable Warranties, representations In addition to the event incorporated Framework Agreement clause 2.3, the Supplier warrants and represents to the Buyer that: The Supplier will use the best applicable and available techniques and standards and will perform the Call-Off Contract with all reasonable care, skill and diligence, and according to Good Industry Practice; The Supplier warrants that all Supplier Staff assigned to the above should happenperformance of the Services have the necessary qualifications, skills and experience for the proper performance of the Services; The Supplier represents and undertakes to the Buyer that each Deliverable will mutually agree a reduction meet the Buyer’s acceptance criteria, as defined in the service with a two week notice period. Call-Off Contract Order Form; The outcome of which will likely be a reduction in team size Supplier undertakes to maintain any interface and interoperability between third-party software or Services and software or Services developed by the Supplier; and The Supplier warrants that it has full capacity and authority and all necessary authorisations, consents, licences and permissions to perform the Call-Off Contract. • Supplemental requirements in addition to the Call-Off terms 1. The notice period Parties agree that the following definitions shall apply to this Call Off Contract and the Supplier Terms (to the extent used in the Supplier Terms or alternative clauses section described in this Order Form): Achieve means in respect of a test, to successfully pass such test without any test issues in accordance with the ‘test plan’, as set out in the relevant Project Plan and in respect of a Milestone, the issue of a Milestone Achievement Certificate in respect of that Milestone and "Achieved", “Achieving” and "Achievement" shall be given construed accordingly. Implementation Code means the software developed and updated from time to time to time by the Supplier specifically for purpose of achieving the Deliverables unique to the Buyer and to enable the Buyer to deploy and manage the Deliverables in writing (life. Milestone means any milestones agreed in a Work Package, which must be completed by email)the relevant Milestone Date; Milestone Achievement Certificate means the certificate granted by the Buyer when the Supplier has Achieved a Milestone or a test. The receiving party Milestone Date means the target date set out against the relevant Milestone in the relevant Work Package by which the Milestone must acknowledge receipt be Achieved. Product Vision means an outline to which the Services and Work Package relate, describing the Buyer's goals, targeted benefits and overall focus, as set out in Appendix 1 of request within 24 hoursSchedule 1. Rectification Plan means the plan produced to rectify a material default or issue in connection with delivery of the Services. Source Code means the source code of the software to which it relates, in the language in which the software was written, together with all related flowcharts and technical documents, all of a level sufficient to enable the Buyer's development personnel to understand, develop and maintain that software.

Technical Standards. The technical standards used as a requirement for this Call-Off Contract are: •  Agile Delivery; •  Test Management;  Test Automation including TDD, BDD and Continuous Integration;  PVT, UAT, OAT, SIT;  Scrum, DevOps and Kanban expertise; •  Test Management, Automation and PVT tools expertise (as specified);  Java Development to HMRC Standards (including security, clean code, TDD,  Exception handling, OOP principles).  AWS well architected solutions (if applicable in SOW) •  Mentoring/coaching experience for capability build. • Supplier will hold Cyber Essentials + certification Service level agreement: The service level and availability criteria required for this Call-Off Contract are: Acceptance Criteria: •  Formal deliverable/progress reviews with the supplier to validate the monthly invoice costs as part of the approval and cost management process; and •  Regular (weekly) progress updates with the Supplier to enable timely action if required. •  The level of support required to achieve deliverables will ramp up and down during the period covered by the Call-Off. To manage this, along with weekly/monthly meetings, a Contract Checkpoint Document will be used to track delivery and ensure costs are managed.  The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When The Supplier is the current incumbent, and therefore Contract Onboarding is not required. However, when Statements of Works are drafted and agreed by the Parties, the following activities shall take place: •  Supplier and Client Buyer will meet to discuss services required, expected deliverables and ways of working; •  The supplier Supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and •  The supplier Supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place. Offboarding The offboarding plan for this Call-Off Contract is: •  The Buyer has the right to reduce the rate of development or delivery of service contained within a SOW an SoW when required. •  In the event that the above should happen, Supplier and Buyer will mutually agree a reduction in the service with a two week notice period. The outcome of which will likely be a reduction in team size by the Supplier. •  The notice period shall be given in writing (by email). The receiving party must acknowledge receipt of request within 24 hours. Collaboration agreement Not Used Limit on Parties’ liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed £1,000,000 per year. The annual total liability of the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation or damage to any Buyer Data will not exceed £500,000 or 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). The annual total liability of the Supplier for all other Defaults will not exceed the greater of £500,000 or 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 6 years following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Buyer’s responsibilities The Buyer is responsible for:  providing access to relevant HMRC sites (if site access is required);  providing a suitable physical work environment and IT equipment in order to deliver the service;  providing existing system documentation and access to solution design documents, product backlog, and features for the IT services and related business processes; and  providing relevant resources for knowledge/transfer/mentoring Also; 1. HMRC are responsible for assuring the suitability of the solution. In order to do this HMRC will implement the following governance review team that will review the engagement on a regular basis. It will comprise of the following members: a) Supplier Manager Lead b) Senior IT Delivery Lead c) Deputy Director for HMRC Borders & Trade Engineering and Live Services d) Head of Testing Guild 2. The work package owner from the Supplier will: a) coordinate with the governance review team b) deal with all commercial requirements or behavioural issues c) meet with a minimum of 3 (of 4) of the governance review team once a week d) own any escalations raised by the governance review team 3. HMRC approvers who will assess the following: 1. Product Owner a) Acceptability of the end product b) Acknowledging the business requirement and acceptance criteria being met c) Approving the demo/show and tell 2. Deputy Director for HMRC Borders & Trade Engineering and Live Services a) Acceptability of the end product design b) Industry coding standard and best practices followed c) Approved technology implemented 3. Head of Testing Guild a) Approval of testing practices b) Approval of test results c) Approval of test completion reports 4. GVMS Programme Lead a) Prioritizing the work items b) Assigning the features c) Approval of the work request d) Approval of sprint delivery e) Approving show and tell/Demo or the delivered features.

Technical Standards. The technical standards used as a requirement for this Call-Call- Off Contract are: • Agile Delivery; • Scrum, DevOps and Kanban expertise; • AWS well architected solutions (if applicable in SOW) • Mentoring/coaching experience for capability buildare not applicable. • Supplier will hold Cyber Essentials + certification Service level agreement: The three roles will cover the following: 1. Halo/Cloud Transition Manager • Senior-level, strategic programme leader- ship and direction to move from legacy to full cloud solution • Requires (at significant pace): o Review of current programme scope, strategy and delivery plan o Development of an achievable plan - agreed and communicated with all key stakeholders o Programme re-initiated with appro- priate leadership, management and governance in place • Outcome will be programme with clear scope, plan, deliverables and delivery-con- fidence from the IP Operations Director 2. Decommissioning Manager • Senior-level, strategic programme leader- ship and direction to plan the move to sta- ble levels of NIHP rather than T&T volumes • Requires (at significant pace): ▪ Review of current programme archi- tecture and plan to consolidate with PHE to PHE prior volumes ▪ Development of an achievable plan - agreed and communicated with all key stakeholders ▪ Programme re-initiated with appro- priate leadership, management and governance in place • Outcome will be programme with clear scope, plan, deliverables and delivery-con- fidence from the IP Operations Director 3. ITSM Transition Manager o Senior-level, strategic leadership and direc- tion to develop a sustainable service level man- agement function within NHS Test and availability criteria required Trace o Requires (at significant pace): ▪ Review of current capability ▪ Development of an achievable plan - agreed and communicated with all key stakeholders ▪ Set-up of the service management function o Outcome will be a sustainable service management function Onboarding The onboarding plan for this Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews with the supplier to validate the monthly invoice costs as part of the approval and cost management process; and • Regular (weekly) progress updates with the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in placeis not applicable. Offboarding The offboarding plan for this Call-Off Contract is: • is applicable. These are skilled roles to deliver a plan for delivery in these spaces. The Buyer has roles will exit at contract end and will be replaced by the right longer-term run team of civil servants/trusted contractors to reduce run the rate service. All roles have a 1-week notice period should civil servants become available – however this is not seen as likely with the skill sets for these roles. The Call-off Contract will include the flexibility of development or delivery of service contained within a SOW when required. • In the event Customer (DHSC) to terminate on 31 March 2021 upon notice that the above should happen, Supplier and Buyer will mutually agree a reduction in budget is not available for the service with a two week notice periodfiscal year 2021-2022. The outcome Customer will endeavour to inform the Supplier as soon as reasonably possible of which such a decision. In line with G-Cloud12 terms, an exit management plan will likely be a reduction in team size required to be submitted and agreed with the Business unit. Collaboration agreement Not Applicable Limit on Parties’ liability The annual total liability of either Party for all Property Defaults will not exceed £100,000.00. The annual total liability for Buyer Data Defaults will not exceed 125% of the Charges payable by the Supplier. • The notice period shall be given in writing Buyer to the Supplier during the Call-Off Contract Term (by emailwhichever is the greater). The receiving party annual total liability for all other Defaults will not exceed the greater of £100,000.00 or 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The insurance(s) required will be: ● a minimum insurance period of 1 years following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than 14 consecutive days. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits. ▇▇▇▇▇’s responsibilities The Buyer is responsible for providing a nominated Point of Contact to escalate issues to. The Buyer to provide the Supplier with timely and accurate responses to any requests for information which will help the Supplier to respond to an issue and must acknowledge provide enough information for the Supplier to diagnose the problem. Buyer to provide access to any information the Supplier may reasonably need to address a problem or any systems required to do so. Buyer’s equipment Not Applicable Supplier’s information Subcontractors or partners Not Applicable Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is BACS. Payment profile The payment profile for this Call-Off Contract is monthly in arrears. Invoice details The Supplier will issue electronic invoices monthly in arrears. The Buyer will pay the Supplier within 30 days of receipt of request within 24 hoursa valid invoice. The first invoice expected a month after go-live Who and where to send invoices to Invoices will be sent to: Email: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇ Post: Accounts Payable Department of Health & Social Care ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Invoice information required All invoices must include a valid purchase order number. Invoice frequency Invoice will be sent to the Buyer monthly. Call-Off Contract value The total value of this Call-Off Contract is £270,400.00 Call-Off Contract charges The breakdown of the Charges is as follows Role Rate Units required Discount applied 8454 Halo/Cloud Transition Manager REDACTED Approved RAB: 29/01/2021 Start date: 08/02/2021 End date: 31/03/2021 £ REDACTED 45 REDACTED 8455 Decommissioning Manager REDACTED Approved RAB: 29/01/2021 Start date: 01/04/2021 End date: 07/05/2021 £ REDACTED 45 REDACTED 8456 ITSM Transition Manager £ REDACTED 110 REDACTED REDACTED Approved RAB: 20/01/2021 Start date: 08/02/2021 End date: 07/08/2021 Investment Days (not charged) 0 Total £270,400.00 Additional Buyer terms Performance of the Service and Deliverables This Call-Off Contract will include the following Implementation Plan, exit and offboarding plans and milestones: Key deliverables will be agreed by both parties Guarantee Not Applicable Warranties, representations Not Applicable Supplemental requirements in addition to the Call-Off terms Not Applicable Alternative clauses Not Applicable Buyer specific amendments to/refinements of the Call-Off Contract terms Not Applicable Public Services Network (PSN) Not Applicable Personal Data and Data Subjects Not Applicable 1. Formation of contract 1.1 By signing and returning this Order Form (Part A), the Supplier agrees to enter into a Call- Off Contract with the Buyer. 1.2 The Parties agree that they have read the Order Form (Part A) and the Call-Off Contract terms and by signing below agree to be bound by this Call-Off Contract. 1.3 This Call-Off Contract will be formed when the Buyer acknowledges receipt of the signed copy of the Order Form from the Supplier. 1.4 In cases of any ambiguity or conflict, the terms and conditions of the Call-Off Contract (Part B) and Order Form (Part A) will supersede those of the Supplier Terms and Conditions as per the order of precedence set out in clause 8.3 of the Framework Agreement.

Technical Standards. The technical standards used as a requirement for this Call-Off Contract are: • Agile Delivery1) The supplier is expected to deliver the work using the most appropriate project management (e.g., Agile) and service management ITIL methodologies, as agreed within the team and in accordance with both the Government's Technology Code of Practice, and the Government Service Manual (where each applies); • Scrum, DevOps and Kanban expertise; • AWS well architected solutions (if applicable in SOW2) • Mentoring/coaching experience for capability buildThose defined under the Supplier’s G Cloud 13 offer. • Supplier will hold Cyber Essentials + certification Service level agreement: The service level and availability criteria required for this Call-Off Contract areshall be in accordance with the Technical Standards and the Supplier’s service offering in the ‘Service Description’ document, 656492347096173. Onboarding The onboarding plan for this Call-Off Contract is: Acceptance CriteriaThe MOD site team shall allow access to the MOD Corsham site providing the correct SC clearance documents are received and approved, where necessary. If applicable, the following information will need to be provided to support on-boarding, including providing staff details, such as: • Formal deliverable/progress reviews with the supplier to validate the monthly invoice costs as part Full Name • Date of the approval Birth • Nationality • DV / Security Clearance start date and cost management processend date (if applicable; and • Regular (weekly) progress updates with the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions set forth in Schedule 1 Onboarding When Statements of Works are drafted and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure the relevant security checks (i.e., BPSS as a minimum) are completed prior to commencement date; and • The supplier may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in placeVehicle registration no. Offboarding The offboarding plan for this Call-Off Contract isis to be agreed no less than 1 month from the contract end date. Knowledge transfer to the Authority will be inclusive of the exit plan, with the Contractor obligated to provide a report (be that written or oral) to the Authority, at the end of the contract as to the knowledge transfer activity that has been conducted under this contract. The Knowledge Transfer report, as detailed above, shall consist of any combination of the following: • The Buyer has the right to reduce the rate a) Evidence of development or delivery of service contained within a SOW when requiredthe ongoing knowledge transfer to MOD crown servants as part of the contract; b) Evidence of collaboration between contract workstream leads and their MOD client counterpart of how they have shaped and agreed an appropriate amount and type of knowledge transfer; and c) Evidence of promotion and oversight of knowledge transfer with captured examples of knowledge transfer, and evidence of regular feedback to improve the value of knowledge transfer to MOD. • In Knowledge transfer includes, but is not limited to, technical and personal development areas; and may be in various forms including coaching, mentoring, training, presentations, show & tell sessions, attending communities of practice meeting, etc. All passes and any equipment held from the event that Authority must be returned in accordance with Defence Digital clearance procedures which will be made available to the above should happensupplier during onboarding. Collaboration agreement N/A Limit on Parties’ liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, Supplier and assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will mutually agree a reduction in not exceed Redacted Under FOIA Section 43, Commercial Interests of the service with a two week notice periodtotal call off contract value. The outcome annual total liability of which the Supplier for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation or damage to any Buyer Data will likely be a reduction in team size not exceed Redacted Under FOIA Section 43, Commercial Interests of the Charges payable by the Supplier. • The notice period shall be given in writing Buyer to the Supplier during the Call-Off Contract Term (by emailwhichever is the greater). The receiving party must acknowledge annual total liability of the Supplier for all other Defaults will not exceed the greater of Redacted Under FOIA Section 43, Commercial Interests of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of Redacted Under FOIA Section 43, Commercial Interests following the expiration or Ending of this Call-Off Contract ● professional indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud 13 Services. This professional indemnity insurance cover will have a minimum limit of indemnity of Redacted Under FOIA Section 43, Commercial Interests for each individual claim or any higher limit the Buyer requires (and as required by Law) ● employers' liability insurance with a minimum limit ofRedacted Under FOIA Section 43, Commercial Interests or any higher minimum limit required by Law Buyer’s responsibilities The Buyer is responsible for: 1. Granting access to MOD premises and facilities that are necessary to enable the supplier to provide the services as specified within this Call-Off Contract; and 2. Provision of MODNet access (including a MODNet laptop), where necessary. 3. Co-operating with and providing Supplier in a timely manner with any reasonable information (jointly agreed as reasonable) required by Supplier; and 4. Not delaying or carrying out any actions or inactions which may lead to a delay in the delivery timescales and to comply with such other requirements as may be agreed in writing between the parties. Buyer’s equipment The Buyer’s equipment to be used with this Call-Off Contract includes MODNet Laptops to allow individuals to fulfil their duties for the role. It is acknowledged that MODNet laptops will only be accessible to those with SC clearance. Supplier’s information Subcontractors or partners Not set sub-contractors required to deliver this contract, however Great State may use contract resources to support the delivery of the project. Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is CP&F. Payment profile The payment profile for this Call-Off Contract is monthly in arrears. Invoice details The Supplier will issue electronic invoices monthly in arrears. The Buyer will pay the Supplier within 30 days of receipt of request within 24 hours.a valid undisputed invoice. Who and where to send invoices to Invoices will be sent electronically via CP&F, in addition to digital copies emailed to Redacted Under FOIA Section 40, Personal Information Invoice information required All invoices must include the contract reference number and title. Invoices must provide a full breakdown of the costs incurred for the Authority’s review and approval. All T&S claims should be supported by valid receipts. Invoice frequency Invoice will be sent to the Buyer monthly. Call-Off Contract value The total value of this Call-Off Contract is £199,800.00 (ex VAT). The Contract will be on a Time and Materials basis. The total value is a limit of liability. Call-Off Contract charges The breakdown of the charges is as follows. Kick off and discovery phase (20th to 31st March 2023) DDaT SFIA %Effort No. of Day Total (ex Position Level Days Rate VAT) (ex VAT) Redacted Redacte Redacte Redacted Redacted Under FOIA d Under d Under Under Under FOIA Section 43, FOIA FOIA FOIA Section 43, Commercial Section Section Section Commercial Interests 43, 43, 43, Interests Commer Commer Commerci cial cial al Interests Interests Interests Redacted Redacte Redacte Redacted Redacted Under FOIA d Under d Under Under Under FOIA Section 43, FOIA FOIA FOIA Section 43, Commercial Section Section Section Commercial Interests 43, 43, 43, Interests Commer Commer Commerci cial cial al Interests Interests Interests Redacted Redacte Redacte Redacted Redacted Under FOIA d Under d Under Under Under FOIA Section 43, FOIA FOIA FOIA Section 43, Commercial Section Section Section Commercial Interests 43, 43, 43, Interests Commer Commer Commerci cial cial al Interests Interests Interests Redacted Under FOIA Section 43, Commercial Interests Redacte d Under FOIASection 43, Commer cial Interests Redacte d Under FOIASection 43, Commer cial Interests R U FO S 4 C a I edacted nder IA ection 3, ommerci l nterests Redacted Under FOIA Section 43, Commercial Interests Redacted Under FOIA Section 43, Commercial Interests Redacte d Under FOIASection 43, Commer cialInterests Redacte d Under FOIASection 43, Commer cialInterests R U FO S 4 C a I edacted nder IA ection 3, ommerci l nterests Redacted Under FOIA Section 43, Commercial Interests Total Redacted Under FOIA Section 43, CommercialInterests Interests Commercial Section 43, Under FOIA Redacted Interests Commercial Section 43, Under FOIA Redacted 43, Section FOIA d Under Redacte Interests cial Comme 43, Section FOIA d Under Redacte Interests Commercial Section 43, Under FOIA Redacted Interests Commercial Section 43, Under FOIA Redacted Interests Commercial Section 43, Under FOIA Redacted 43, Section FOIA d Under Redacte Interests cial Comme 43, Section FOIA d Under Redacte Interests cial Comme 43, Section FOIA d Under Redacte Interests cial Comme FOIA Under d Under Redacte nterests Interests l cial Comme 3, 43, Section FOIA Under d Under d Redacte nterests Interests l cial Comme 3, 43, Section FOIA Under d Under d Redacte nterests Interests l cial Comme 3, 43, Section FOIA Under d Under d Redacte nterests Interests l cial Comme 3, 43, Section FOIA Under d Under Redacte FOIA Under d Under Redacte nterests Interests l cial Comme 3, 43, Section Prototype and solution design phase (1st to 30th April 2023): Redacte r FOIA Section 4 r Commerci a I Redacte r FOIA Section 4 r Commerci a I Redacte r FOIA Section 4 r Commerci a I Redacte r FOIA Section 4 r Commerci a I Redacte r FOIA Section 4 r Commerci a I Redacte FOIA

Technical Standards. All suppliers to the Buyer are required to comply with all relevant Buyer policies, including those that apply to Buyer security, Data Protection and Buyer Communications. Further details of these can be found at the Buyer website Procurement at DWP - Department for Work and Pensions - ▇▇▇.▇▇ (▇▇▇.▇▇▇.▇▇) There may also be additional Quality/Technical Standards that are used locally that you will be expected to conform to, subject to the Buyer communicating them to the Supplier, and the Supplier’s review. In order to enable Supplier to comply with the required Buyer policies, Quality/Technical Standards the Buyer will provide (or give access) to all equipment, laptops, storage and infrastructure and similar as necessary for compliance. The technical Supplier is not obliged to modify or introduce any of its own laptops, infrastructure, equipment, procedures or policies or comply to any Buyer policies where the Buyer has not supplied the necessary means to comply. Technical standards used as specific to a requirement for this Call-Off Contract are: • Agile Delivery; • Scrumparticular piece of work, DevOps where relevant, shall be identified and Kanban expertise; • AWS well architected solutions (if applicable set out in SOW) • Mentoring/coaching experience for capability buildthe Statement of Work covering that piece of work. • Supplier will hold Cyber Essentials + certification Service level agreement: The service level and availability criteria specific to a particular piece of work, where relevant, shall be identified and set out in the relevant SOWs included in Schedule 1 covering that piece of work. Onboarding Supplier staff will be on-boarded with the Buyer in line with Buyer Responsibilities identified within the SOW and to the extent required to support the Supplier activities for the activities in scope. Offboarding Off-boarding activities will be agreed by the Parties within each SOW to be delivered as part of the SOW Services and will cover following off-boarding activities as standard where applicable: a. Handover all artefacts/data relating to the scope of Services (including all IPR rights in accordance with Clause 11 without any cost implications) b. Deletion of Buyer data on Supplier systems c. Knowledge transfer d. Return of any Buyer’s equipment. For the avoidance of doubt, any Charges related to offboarding will be incorporated in the agreed SOW Charges between the Parties. The Buyer, at the end of the offboarding and handover period, will remove all security clearance and site/system access for the Supplier. Collaboration agreement N/A Limit on Parties’ liability The annual total liability of either Party for all Property Defaults will not exceed 125% of the charges payable by the Buyer to the Supplier during the Call-Off Contract Term. The annual total liability of either Party for Data Defaults will not exceed 125% of the Charges paid, due or which would have been payable by the Buyer to the Supplier in the 12 months prior to the event that gave rise to the liability (whichever is the greater). Notwithstanding anything to the contrary the cumulative aggregate annual total liability for all Defaults and claims will not exceed 125% of the Charges paid, due or which would have been payable by the Buyer to the Supplier under the SOW in the 12 months prior to the event that gave rise to the liability (whichever is the greater). Insurance The insurance(s) required from the Supplier will be: ● a minimum period of 3 years following the expiration or Ending of this Call-Off Contract are: Acceptance Criteria: • Formal deliverable/progress reviews with ● professional indemnity insurance cover to be held by the supplier to validate Supplier and by any agent, Subcontractor or consultant involved in the monthly invoice costs as part supply of the approval and cost management process; and • Regular (weekly) progress updates with G-Cloud Services. This professional indemnity insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Supplier to enable timely action if required. • The acceptance criteria shall be that the Deliverables materially conform to the specifications and descriptions Buyer requires where set forth in Schedule 1 Onboarding When Statements of Works are drafted out and agreed by the Parties, the following activities shall take place: • Supplier and Client will meet to discuss services required, expected deliverables and ways of working; • The supplier will select suitably qualified and experienced staff to deliver the service and will ensure in the relevant security checks Statement of Work (i.e., BPSS and as required by Law) ● employers' liability insurance with a minimum) are completed prior to commencement date; and • The supplier minimum limit of £5,000,000 or any higher minimum limit required by Law Force majeure A Party may substitute staff at any point providing the replacement staff are equally qualified/experienced and appropriate notice and arrangements in place. Offboarding The offboarding plan for End this Call-Off Contract is: • The Buyer has if the right to reduce the rate of development or delivery of service contained within Other Party is affected by a SOW when required. • In the event Force Majeure Event that the above should happen, Supplier and Buyer will mutually agree a reduction in the service with a two week notice period. The outcome of which will likely be a reduction in team size by the Supplier. • The notice period shall be given in writing (by email). The receiving party must acknowledge receipt of request within 24 hourslasts for more than 15 consecutive days.