Common use of TUPE Clause in Contracts

TUPE. 14.1 The CLIENT and the SERVICE PROVIDER agree that the commencement of the provision of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date.

TUPE. 14.1 26.1 The CLIENT CUSTOMER and the SERVICE PROVIDER agree that the commencement of the provision of the Ordered Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENTCustomer. In the circumstances, the CLIENT CUSTOMER and the SERVICE PROVIDER agree that no employees of the CLIENT CUSTOMER will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. 14.2 26.2 If any employee of the CLIENT CUSTOMER claims or it is determined that his contract of employment has been transferred from the CLIENT CUSTOMER to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 26.2.1 The SERVICE PROVIDER will, within 7 seven (seven7) days of becoming aware of that fact, give notice in writing to the CLIENTCUSTOMER. 14.2.2 26.2.2 The CLIENT CUSTOMER may offer employment to such person within 21 twenty one (twenty one21) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 26.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENTCUSTOMER), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 26.2.4 If after the 21 twenty one (21) day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 seven (seven7) days give notice to terminate the employment of such person. 14.2.5 26.2.5 Subject to Clause 14.3 clause 26.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT CUSTOMER and the SERVICE PROVIDER, the CLIENT CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 26.2.6 If such person is neither re-employed by the CLIENT CUSTOMER nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 this paragraph [26.2] such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 26.3 The indemnity in Clause 14.2.5 clause [26.2.5] shall only apply where the notification referred to in Clause 14.2.1 clause [26.2.1] is made by the SERVICE PROVIDER to the CLIENT CUSTOMER within 6 calendar months of the Service Commencement Date.

TUPE. 14.1 10.1 The CLIENT CUSTOMER and the SERVICE PROVIDER agree that the commencement of the provision of the Services by the SERVICE PROVIDER under this contract Contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENTCustomer. In the circumstances, the CLIENT CUSTOMER and the SERVICE PROVIDER agree that no employees of the CLIENT CUSTOMER will 26 To be inserted. 27 To be inserted. transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. 14.2 10.2 If any employee of the CLIENT CUSTOMER claims or it is determined that his contract of employment has been transferred from the CLIENT CUSTOMER to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 10.2.1 The SERVICE PROVIDER will, within 7 seven (seven7) days Days of becoming aware of that fact, give notice in writing to the CLIENTCUSTOMER. 14.2.2 10.2.2 The CLIENT CUSTOMER may offer employment to such person within 21 twenty one (twenty one21) days Days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 10.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENTCUSTOMER), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 10.2.4 If after the 21 day twenty one (21) Day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 seven (seven7) days Days give notice to terminate the employment of such person. 14.2.5 10.2.5 Subject to Clause 14.3 10.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT CUSTOMER and the SERVICE PROVIDER, the CLIENT CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 10.2.6 If such person is neither re-employed by the CLIENT CUSTOMER nor dismissed by the SERVICE PROVIDER within the time scales set out in this Clause 14.2 10.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 10.3 The indemnity in Clause 14.2.5 10.2.5 shall only apply where the notification referred to in Clause 14.2.1 Clause 10.2.1 is made by the SERVICE PROVIDER to the CLIENT CUSTOMER within 6 calendar six (6) months of the Service Commencement Date.. [Guidance Note: The sections marked [*** ***] must be completed in the Order/Contract]

TUPE. 14.1 17.1 The CLIENT Parties do not anticipate that the Employment Regulations will apply on commencement of this Agreement and/or any Work Order and the SERVICE PROVIDER agree Client shall use its reasonable endeavours to procure that the commencement neither any Client employee nor any liability in respect of the provision of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT Client employee will transfer to Expleo pursuant to the SERVICE PROVIDER by virtue Employment Regulations as a consequence of: (i) the signing of this Agreement and/or any Work Order or (ii) Expleo commencing to provide the operation of TUPE or the Acquired Rights DirectiveServices. 14.2 17.2 The Parties do not anticipate that the Employment Regulations will apply on (i) expiry, termination or partial termination of this Agreement and/or the Services and/or any Work Order or (ii) the Client or any replacement supplier commencing to provide the Services or services similar to the Services (“Transfer Event”). Expleo shall at all times during the Contract Period use its reasonable endeavours to manage the Services and Expleo Personnel in such a way as to procure that no contracts of employment of any Expleo employees transfer under the Employment Regulations to the Client or any replacement supplier upon a Transfer Event and the Client shall fully support and cooperate with Expleo in such endeavours. 17.3 Subject to Clause 17.4, each Party undertakes to indemnify and keep indemnified the other Party for any and all costs, claims, liabilities, penalties and expenses incurred in respect of any action that either Party is required to take in respect of any transfer of employees from one party to the other pursuant to the Employment Regulations or otherwise arises in connection with the Employment Regulations. 17.4 If any employee or former employee of a party (the CLIENT claims or it is determined “Transferor”) asserts that his or her employment or contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER other party (the “Transferee”) pursuant to TUPE or the Acquired Rights Directive thenEmployment Regulations (a “Transfer Claimant”), the following provisions shall apply: 14.2.1 The SERVICE PROVIDER will, within 7 17.4.1 Within seven (seven7) days of becoming aware of that facta Transfer Claimant, give notice the Transferee will notify the Transferor in writing. 17.4.2 The Transferor will, if it wishes, make or procure an offer in writing to employ the CLIENTTransfer Claimant or otherwise take steps to obtain withdrawal of the allegation. 14.2.2 The CLIENT may 17.4.3 Upon the purported offer employment or invitation of withdrawal being made pursuant to such person within 21 Clause 17.4.2 (twenty oneor at any time after the expiry of fourteen (14) days from the notification given in accordance with paragraph 17.4.1 if the offer or invitation is not made) but in any event within six (6) weeks of the notification by Transferee becoming aware of the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT)allegation, the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER Transferee may within 7 (seven) days give purported notice to terminate the employment of such personthe individual concerned. 14.2.5 Subject to Clause 14.3 and subject to 17.4.4 Provided that the SERVICE PROVIDER acting in this way or in such other way Transferee complies with its obligations as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in this Clause 14.2 such person will be treated as having transferred 17.4, the Transferor shall indemnify the Transferee against all costs, claims, liabilities, penalties and expenses which arise out of or in relation to the SERVICE PROVIDER by virtue employment and/or termination of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by LawTransfer Claimant. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date.

TUPE. 14.1 10.1 The CLIENT and the SERVICE PROVIDER agree that Parties acknowledge that, at the commencement of this Agreement, TUPE may operate with the effect that we may become the employer of the Employees. 10.2 You represent, warrant and undertake to us that: 10.2.1 no persons are employed or engaged in the provision of the Services other than the Employees; 10.2.2 none of the Employees has given or received notice terminating their employment or will be entitled to give such notice as a result of the provisions of this Agreement; 10.2.3 full particulars of the terms of employment of all the Employees (including all remuneration, incentives, bonuses, expenses and other payments and benefits whatsoever payable other than the pension benefits of any Employees) have been provided to us prior to the commencement of this Agreement; 10.2.4 in relation to each of the Employees (and so far as relevant to each of your former employees who were employed or engaged in the provision of the Outgoing Services), you or the Outgoing Supplier (as appropriate) has: (a) maintained adequate and suitable records regarding the service of such Employees; (b) complied with all collective agreements and customs and practices for the time being dealing with such relations or the conditions of service of such Employees; and (c) complied with all relevant orders and awards made under any statute affecting such Employees’ conditions of service; 10.2.5 no amounts due to or in respect of any of the Employees (including PAYE and National Insurance and pension contributions) are in arrears or unpaid; 10.2.6 no monies or benefits other than in respect of contractual emoluments are payable to any of the Employees and there is not at present a claim, occurrence or state or affairs which may hereafter give rise to a claim against you arising out of the employment or termination of employment of any of the Employees for compensation for loss of office or employment or otherwise and whether under contract or any statute or regulations or otherwise; 10.2.7 you have, or have procured that the Outgoing Supplier has, provided the Employee Liability Information to us regarding each of the Employees either in writing or by making it available to us in a readily accessible form; 10.2.8 the SERVICE PROVIDER Employee Liability Information contains information as at a specified date not more than 14 days before the date on which the information was provided to us; 10.2.9 you have, or have procured that the Outgoing Supplier has, notified us in writing of any change in the Employee Liability Information since the date on which it was provided; and 10.2.10 the Employee Liability Information was provided not less than 28 days before the commencement of this Agreement. 10.3 You shall indemnify us in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by us including all legal expenses and other professional fees (together with any VAT thereon) in relation to: 10.3.1 the termination by you of the employment of any of the Employees; 10.3.2 anything done or omitted to be done in respect of any of the Employees which is deemed to have been done by us by virtue of TUPE; and 10.3.3 any claim made at any time by any of your employees other than the Employees who claim to have become an Employee of or have rights against us by virtue of TUPE (the “Claims”); provided that such costs, claims, expenses and liabilities are not payable as a result of any act or omission by us. 10.4 We will promptly: 10.4.1 take such action in connection with the Claims as you shall from time to time reasonably request; 10.4.2 provide free of charge all such assistance and information as you may reasonably request relating to the Claims to enable the Claims to be pursued; 10.4.3 subject to any restriction imposed by law, provide you and your legal and other advisers with access to all documents, records or other information held by us relating to the Claims; and 10.4.4 provide assistance as you may reasonably request in order to ensure the due and timely prosecution of the Claims. 10.5 All salaries and other emoluments including holiday pay, taxation and National Insurance contributions and contributions to retirement benefit schemes relating to the Employees shall be borne by you up to and including the date of commencement of this Agreement and by us with effect from the date of commencement of this Agreement. 10.6 We shall indemnify you in full for and against all claims, costs expenses or liabilities whatsoever and howsoever arising, incurred or suffered by you including reasonable legal expenses and other professional fees (together with any VAT thereon) in relation to: 10.6.1 any failure by us to comply with our obligations pursuant to TUPE; and 10.6.2 anything done or omitted to be done by us in respect of any of the Employees whether before or after the commencement of this Agreement. 10.7 During the Term we will provide to you any information you may reasonably require relating to any individual employed, assigned or engaged in providing the Services under this contract Agreement (subject to Data Protection Legislation). 10.8 If you terminate this Agreement before the end of the Term (save in circumstances where you are entitled to terminate this Agreement in accordance with Clause 16.3), or you reduce the volume of the Services you require us to provide, you will not indemnify us in respect of the value of all claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by us including all legal expenses and other professional fees (together with any VAT thereon) in relation to the employment or termination of employment of employees as a result. 10.9 This Agreement envisages that, subsequent to the commencement of this Agreement, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination or expiry of this Agreement, or part, or otherwise) resulting in a transfer of the Services in whole or in part (“Service Transfer”). If a Service Transfer is a relevant transfer for the purposes of TUPE then, in such event, you or a Replacement Supplier would inherit liabilities in respect of the Transferring Employees. For the avoidance of any doubt this covers any decision that you will provide the Services in-house, known as in- sourcing. 10.10 We agree that, subject to compliance with Data Protection Legislation: 10.10.1 within 20 days of the earliest of: (a) receipt of a notification from you of a Service Transfer or intended Service Transfer; or (b) receipt of the giving of notice of termination of this Agreement or any part thereof in accordance with its terms; and, in any event, on receipt of a written request of you at any time, we will provide the Provisional Staff List and the Staffing Information to you or, at your direction, to a Replacement Supplier and we will provide an updated Provisional Staff List when reasonably requested by you or any Replacement Supplier; 10.10.2 at least 28 days before the date of the Service Transfer, we will prepare and provide to you and/or, at your direction, to the Replacement Supplier, the Final Staff List, which shall be complete and accurate in all material respects. The Final Staff List will identify which of the Personnel named are Transferring Employees; 10.10.3 you will be permitted to use and disclose the Provisional Staff List, the Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services; and 10.10.4 on your reasonable request we will provide you or, at your reasonable request, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as you reasonably request. 10.11 In connection with a "relevant transfer" transfer to which TUPE applies, we agree that we will apply perform and discharge all our obligations in respect of all the Transferring Employees and their representatives for our own account up to and including the Service Transfer Date. We will indemnify you and any Replacement Supplier in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by you or any Replacement Supplier including reasonable legal expenses and other professional fees (together with any VAT thereon) in relation to: 10.11.1 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or immediately before the date of the Service Transfer; and 10.11.2 any act or omission by us in relation to our obligations under regulation 11 of TUPE, or in respect of an award of compensation under regulation 12 of TUPE except to the extent that the liability arises from your or Replacement Supplier's failure to comply with regulation 11 of TUPE. 10.12 You will indemnify us against all claims arising from your or the Replacement Supplier's failure to perform and discharge any obligation and against any claims in respect of any Transferring Employees arising from or as a result of: 10.12.1 any act or omission by you or the Replacement Supplier relating to a Transferring Employee occurring on or after the date of the Service Transfer; and 10.12.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the date of the Service Transfer. 10.13 The Parties shall co-operate, acting reasonably and in good faith, to ensure that any requirement to inform and consult employee representatives in relation to any employees relevant transfer as a consequence of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT a Service Transfer will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directivebe fulfilled. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted 10.14 You shall assume (or if shall procure that the situation has otherwise been resolved by Replacement Supplier shall assume) our outstanding obligations in relation to any Transferring Employees in respect of accrued holiday entitlements and accrued holiday remuneration before the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months date of the Service Commencement DateTransfer.

TUPE. 14.1 The CLIENT and It is not the SERVICE PROVIDER agree intention of the parties that the commencement Transfer of Undertakings (Protection of Employment) Regulation 2006 (SI 2006/246) (“the Regulations”) shall operate so as to transfer the employment of any personnel from one party to the other as a result of the provision commencement, termination or expiry of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENTAssignment. In the circumstances, event that the CLIENT Regulations do apply so as transfer the employment of any personnel from one party (“the Indemnifying Party”) to the other party (“the Indemnified Party”) then the following provisions shall apply: (a) Subject to Clauses (b) & (c) below the Indemnifying Party shall indemnify and keep indemnified the SERVICE PROVIDER agree that no employees Indemnified Party against all liabilities (other than those liabilities arising from the negligent acts or omissions of the CLIENT will Indemnified Party) arising from any transfer to or deemed or alleged transfer by operation of law (including the SERVICE PROVIDER by virtue Regulations) of the operation of TUPE or the Acquired Rights Directive. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from of any personnel as a result of or in connection with any commencement, termination of expiry of the CLIENT to Assignment (“Relevant Transfer”). (b) Where such Relevant Transfer takes places, the SERVICE PROVIDER pursuant to TUPE or Indemnified Party shall notify the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, Indemnifying Party within 7 seven (seven7) days of becoming aware of that fact, give notice in writing such Relevant Transfer and the Indemnified Party shall first provide the Indemnifying Party with an opportunity to make the CLIENT. 14.2.2 The CLIENT may personnel an offer of employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with affect a withdrawal of such claim. If within 14 days of the matter. 14.2.3 If such offer is accepted (or if notice the situation has otherwise been resolved by personnel have either rejected the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or failed to withdraw such offer has been made but not acceptedclaim, or then the situation has not otherwise been resolved, the SERVICE PROVIDER Indemnified Party may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT personnel and the SERVICE PROVIDER, the CLIENT will Indemnifying Party shall indemnify the SERVICE PROVIDER Indemnified Party against all Employee Liabilities liabilities arising out of such terminationtermination (including any statutory redundancy payments). 14.2.6 If (c) In the event that the Indemnified Party fails to takes such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales steps as set out in Clause 14.2 such person will clause 9 (b) above, then the Indemnifying Party’s liability under the indemnity set out in clause 9 (a) shall be treated as having transferred limited to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made those liabilities incurred by the SERVICE PROVIDER to Indemnified Party as a result of any claims arising out of or in connection with the CLIENT within 6 calendar months of personnel’s employment with the Service Commencement DateIndemnifying Party.

TUPE. 14.1 The CLIENT 8.1 Unless otherwise set out in Appendix H of these Call-off Terms and Conditions (as applicable to this Contract), the SERVICE PROVIDER Parties agree that at the commencement of the provision of the Services by the SERVICE PROVIDER under this contract will Supplier, TUPE and the Cabinet Office Statement shall not be a "relevant transfer" apply so as to which TUPE will apply in relation to transfer the employment of any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT will transfer Authority or a Third Party to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights DirectiveSupplier. 14.2 8.2 If any person who is an employee of the CLIENT Authority or a Third Party claims or it is determined that his their contract of employment has been transferred from the CLIENT Authority or Third Party to the SERVICE PROVIDER Supplier or a Sub-contractor pursuant to TUPE TUPE, or the Acquired Rights Directive claims that their employment would have so transferred had they not resigned, then: 14.2.1 The SERVICE PROVIDER 8.2.1 the Supplier will, within 7 seven (seven7) calendar days of becoming aware of that fact, give notice in writing to the CLIENT.Authority; 14.2.2 The CLIENT 8.2.2 the Authority or Third Party may offer employment to such person within 21 twenty-eight (twenty one28) calendar days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter.Supplier; 14.2.3 If 8.2.3 if such offer of employment is accepted (or if the situation has otherwise been resolved by the CLIENT)accepted, the SERVICE PROVIDER Supplier or a Sub-contractor shall immediately release the person from his their employment.; and 14.2.4 If 8.2.4 if after the 21 day that period specified in Clause 8.2.2 of this Schedule 1 of these Call- off Terms and Conditions has elapsed, no such offer of employment has been made by the Authority or Third Party, or such offer has been made by the Authority or Third Party but not accepted, or the situation has not otherwise been resolvedaccepted within a reasonable time, the SERVICE PROVIDER may within 7 Supplier or Sub-contractor shall employ that person in accordance with its obligations and duties under TUPE and shall be responsible for all liabilities arising in respect of any such person and shall (sevenwhere relevant) days give notice be bound to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject apply Fair Deal for Staff Pensions, as it applies to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDERrelevant public sector pension scheme. If Fair Deal for Staff Pensions does not apply, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither reSupplier or Sub-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER contractor shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months requirements of Part 1 of the Service Commencement DatePensions Act 2008, section 258 of the Pensions Act 2004 and the Transfer of Employment (Pension Protection) Regulations 2005.

TUPE. 14.1 26.1 The CLIENT CUSTOMER and the SERVICE PROVIDER agree that the commencement of the provision of the Ordered Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENTCustomer. In the circumstances, the CLIENT CUSTOMER and the SERVICE PROVIDER agree that no employees of the CLIENT CUSTOMER will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. 14.2 26.2 If any employee of the CLIENT CUSTOMER claims or it is determined that his contract of employment has been transferred from the CLIENT CUSTOMER to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 26.2.1 The SERVICE PROVIDER will, within 7 seven (seven7) days of becoming aware of that fact, give notice in writing to the CLIENTCUSTOMER. 14.2.2 26.2.2 The CLIENT CUSTOMER may offer employment to such person within 21 twenty one (twenty one21) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 26.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENTCUSTOMER), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 26.2.4 If after the 21 twenty one (21) day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 seven (seven7) days give notice to terminate the employment of such person. 14.2.5 26.2.5 Subject to Clause 14.3 clause 26.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT CUSTOMER and the SERVICE PROVIDER, the CLIENT CUSTOMER will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 26.2.6 If such person is neither re-employed by the CLIENT CUSTOMER nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 this paragraph [26.2] such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 26.3 The indemnity in Clause 14.2.5 clause 26.2.5 shall only apply where the notification referred to in Clause 14.2.1 clause 26.2.1 is made by the SERVICE PROVIDER to the CLIENT CUSTOMER within 6 calendar months of the Service Commencement Date.

TUPE. 14.1 10.1 The CLIENT and the SERVICE PROVIDER agree that Parties acknowledge that, at the commencement of this Agreement, TUPE may operate with the effect that we may become the employer of the Employees. 10.2 You represent, warrant and undertake to us that: 10.2.1 no persons are employed or engaged in the provision of the Services other than the Employees; 10.2.2 none of the Employees has given or received notice terminating their employment or will be entitled to give such notice as a result of the provisions of this Agreement; 10.2.3 full particulars of the terms of employment of all the Employees (including all remuneration, incentives, bonuses, expenses and other payments and benefits whatsoever payable other than the pension benefits of any Employees) have been provided to us prior to the commencement of this Agreement; 10.2.4 in relation to each of the Employees (and so far as relevant to each of your former employees who were employed or engaged in the provision of the Outgoing Services), you or the Outgoing Supplier (as appropriate) has: (a) maintained adequate and suitable records regarding the service of such Employees; (b) complied with all collective agreements and customs and practices for the time being dealing with such relations or the conditions of service of such Employees; and (c) complied with all relevant orders and awards made under any statute affecting such Employees’ conditions of service; 10.2.5 no amounts due to or in respect of any of the Employees (including PAYE and National Insurance and pension contributions) are in arrears or unpaid; 10.2.6 no monies or benefits other than in respect of contractual emoluments are payable to any of the Employees and there is not at present a claim, occurrence or state or affairs which may hereafter give rise to a claim against you arising out of the employment or termination of employment of any of the Employees for compensation for loss of office or employment or otherwise and whether under contract or any statute or regulations or otherwise; 10.2.7 you have, or have procured that the Outgoing Supplier has, provided the Employee Liability Information to us regarding each of the Employees either in writing or by making it available to us in a readily accessible form; 10.2.8 the SERVICE PROVIDER under Employee Liability Information contains information as at a specified date not more than 14 days before the date on which the information was provided to us; 10.2.9 you have, or have procured that the Outgoing Supplier has, notified us in writing of any change in the Employee Liability Information since the date on which it was provided; and 10.2.10 the Employee Liability Information was provided not less than 28 days before the commencement of this contract Agreement. 10.3 You shall indemnify us in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by us including all legal expenses and other professional fees (together with any VAT thereon) in relation to: 10.3.1 the termination by you of the employment of any of the Employees; 10.3.2 anything done or omitted to be done in respect of any of the Employees which is deemed to have been done by us by virtue of TUPE; and 10.3.3 any claim made at any time by any of your employees other than the Employees who claim to have become an Employee of or have rights against us by virtue of TUPE (the “Claims”); provided that such costs, claims, expenses and liabilities are not payable as a result of any act or omission by us. 10.4 We will not promptly: 10.4.1 take such action in connection with the Claims as you shall from time to time reasonably request; 10.4.2 provide free of charge all such assistance and information as you may reasonably request relating to the Claims to enable the Claims to be pursued; 10.4.3 subject to any restriction imposed by law, provide you and your legal and other advisers with access to all documents, records or other information held by us relating to the Claims; and 10.4.4 provide assistance as you may reasonably request in order to ensure the due and timely prosecution of the Claims. 10.5 All salaries and other emoluments including holiday pay, taxation and National Insurance contributions and contributions to retirement benefit schemes relating to the Employees shall be borne by you up to and including 10.10 transfer for the purposes of TUPE then, in such event, you or a "relevant transfer" Replacement Supplier would inherit liabilities in respect of the Transferring Employees. For the avoidance of any doubt this covers any decision that you will provide the Services in-house, known as in-sourcing. We agree that, subject to compliance with Data Protection Legislation: 10.10.1 within 20 days of the earliest of: (a) receipt of a notification from you of a Service Transfer or intended Service Transfer; or (b) receipt of the giving of notice of termination of this Agreement or any part thereof in accordance with its terms; and, in any event, on receipt of a written request of you at any time, we will provide the Provisional Staff List and the Staffing Information to you or, at your direction, to a Replacement Supplier and we will provide an updated Provisional Staff List when reasonably requested by you or any Replacement Supplier; 10.10.2 at least 28 days before the date of the Service Transfer, we will prepare and provide to you and/or, at your direction, to the Replacement Supplier, the Final Staff List, which TUPE shall be complete and accurate in all material respects. The Final Staff List will apply identify which of the Personnel named are Transferring Employees; 10.10.3 you will be permitted to use and disclose the Provisional Staff List, the Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services; and 10.10.4 on your reasonable request we will provide you or, at your reasonable request, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as you reasonably request. contribution and otherwise) accrued and payable after the date of the Service Transfer. 10.13 The Parties shall co-operate, acting reasonably and in good faith, to ensure that any requirement to inform and consult employee representatives in relation to any employees relevant transfer as a consequence of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT a Service Transfer will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directivebe fulfilled. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted 10.14 You shall assume (or if shall procure that the situation has otherwise been resolved by Replacement Supplier shall assume) our outstanding obligations in relation to any Transferring Employees in respect of accrued holiday entitlements and accrued holiday remuneration before the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months date of the Service Commencement DateTransfer.

TUPE. 14.1 The CLIENT and At any time during the SERVICE PROVIDER agree that the commencement Term within three weeks of a request of the provision Client, the Provider shall provide full and accurate Employee Liability Information about all personnel the Provider and its Subcontractors employ in carrying out aspects of the Services including all Returning Employees and any personnel that have been dismissed for a reason connected with a Relevant Transfer. The Provider authorises the Client to use any of the Employee Liability Information as the Client considers necessary for the purposes of its business or for informing any Incoming Provider or tenderer for any services which are similar to those which may form part of the Services under this Contract. The Provider shall indemnify and shall keep indemnified in full the Client and at the Client's request any Incoming Providers against all Liabilities arising from any claim by any party as a result of the Provider or Subcontractor failing to provide or promptly to provide the Client and/or any Subcontractor where requested by the SERVICE PROVIDER under Client with any Employee Liability Information or as a result of any material inaccuracy in or omission from the Employee Liability Information provided that this contract will indemnity should not be a "relevant transfer" to which TUPE will apply in relation to any employees respect of the CLIENTEmployee Liability Information to the extent that such information was originally provided to the Provider by the Client and was materially inaccurate or incomplete when originally provided. In During the circumstances, 52 weeks before the CLIENT and the SERVICE PROVIDER agree that no employees end of the CLIENT will transfer Term or after either Party has notified the other that it is terminating this Contract; the Provider shall allow the Client to communicate with and meet the SERVICE PROVIDER by virtue Relevant Employees and their trade union or employee representatives as the Client requests; the Provider shall not and shall procure that Subcontractors shall not (in each case) without the prior consent of the operation Client: vary or purport to promise to vary the terms and conditions of TUPE or the Acquired Rights Directive. 14.2 If employment of any employee employed in carrying out any aspect of the CLIENT claims Services under the Contract; increase or it is determined that his contract decrease the number of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice employees employed in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days carrying out any aspect of the notification by Services under the SERVICE PROVIDER Contract; assign, replace or take such redeploy any employee used in carrying out any aspect of the Services under the Contract to other steps as it considers appropriate to deal duties unconnected with the matter. 14.2.3 If such offer is accepted (Contract; or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made terminate or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject any employee employed in carrying out any aspect of the Services under the Contract other than for gross misconduct or retirement; and the Provider shall notify the Client immediately if any employee employed in carrying out any aspect of the Services under the Contract: is dismissed for gross misconduct; gives notice to Clause 14.3 terminate their employment; has their employment terminated for any reason; or has a material change to their terms and conditions of employment. The Provider shall pay all remuneration, benefits, entitlements and outgoings for the Relevant Employees who are the subject of a Relevant Transfer on the Termination Date up to the SERVICE PROVIDER acting in this way or in such other way as may Termination Date. This includes all wages, holiday pay, bonuses, commission, PAYE payments, national insurance contributions, pension contributions and any claims made by those Relevant Employees. The Provider shall be agreed between the CLIENT liable for, and the SERVICE PROVIDER, the CLIENT will shall indemnify the SERVICE PROVIDER Employer against, any expense, liability, loss, claims, or proceedings awarded against or incurred or paid by the Client or any Incoming Provider due to the employment or termination of employment of any employee of the Provider or a Subcontractor (including any Relevant Employee) incurred during or relating to any period before the Termination Date. The Provider shall impose in each contract with all Employee Liabilities Subcontractors the same terms (or terms materially to the same effect) in relation to Relevant Employees as those imposed on it under this Contract and shall use all reasonable endeavours to procure that the Subcontractor complies with those terms. The Provider shall be liable for, and shall indemnify the Client against, any expense, liability, loss, claim or proceedings in respect of or damage arising out of such termination. 14.2.6 If such person is neither re-employed or in the course of or by reason of any failure by the CLIENT nor dismissed Subcontractor to comply with those terms. The Provider may not assign, transfer, subcontract or deal in any other manner with its rights and obligations under this Contract or any part, share or interest in this Contract without the prior written consent of the Client. The Client may assign or transfer the benefit of any of its rights under this Contract. An assignment by the SERVICE PROVIDER within Client (or by the time scales set out in Clause 14.2 such person Provider following the Client’s prior written consent) will be treated effective when written notice of it is served on the Provider. The Client may require the Provider to enter into a deed of novation to transfer or extend both the Client’s rights and obligations under this Contract to any registered provider of social housing. The deed of novation must be in such form as the Client reasonably requires. Where the Provider enters into a Subcontract, the Provider shall include in that Subcontract provisions: requiring invoices to be considered and verified in a timely fashion; requiring the payment of valid and undisputed invoices within 30 (thirty) calendar days; providing that where there is an undue delay in considering and verifying an invoice, that invoice is to be regarded as valid and undisputed after a reasonable time has passed; and requiring the Subcontractor to include provisions having transferred the same effect as this Condition 13.4 in any subcontract relating to the SERVICE PROVIDER by virtue Services. In Condition 13.4 a reference to “a Subcontract” is to a contract between the Provider and a Subcontractor or two or more Subcontractors, at any stage of remoteness from the Client in the supply chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the Services. Within 5 (five) Working Days of the operation Commencement Date the Provider will notify to the Client in writing the names, contact details and (if known) details of TUPE legal representatives of each of its proposed Subcontractors. The Provider shall notify the Client within 5 (five) Working Days of: any change to that information; and the SERVICE PROVIDER name, contact details and (if known) details of legal representatives of any new Subcontractors. The Provider shall comply take appropriate steps to ensure that there is no slavery or human trafficking in its supply chains and in connection with such obligations as may be imposed upon it under TUPE this the Provider shall: implement due diligence procedures for its Subcontractors; require all Subcontractors to warrant that, neither the Subcontractor nor any of the Subcontractor’s officers or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER employees: have been convicted of any offence involving slavery or human trafficking; or have, to the CLIENT within 6 calendar months best of the Service Commencement DateSubcontractor’s knowledge, been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; and require all Subcontractors to include provisions having the same effect as in this Condition 13.7 in all Subcontracts (at any stage of remoteness from the Client in the supply chain) relating to the Services.

TUPE. 14.1 8.1 TUPE on entry The CLIENT Customer undertakes to the Supplier to fully indemnify and hold the SERVICE PROVIDER Supplier harmless against all action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding (including legal and other professional fees and expenses) which the Supplier may suffer, sustain, incur, pay or be put to arising from or in connection with the termination of any of the personnel’s employment by the Customer on or prior to the Cut-Over or by the Supplier on or after the Cut-Over 8.2 TUPE on exit (a) The Parties acknowledge and agree that where all or part of these Services cease to be provided by the commencement of the provision Supplier for any reason and where all or part of the Services continue to be provided by the SERVICE PROVIDER under this contract will not Customer and/or the New Service Provider, there may be a relevant transfer of the Returning Employees to the Customer and/or the New Service Provider for the purposes of TUPE. If there is such a transfer, the employment of the Returning Employees shall transfer to the Customer and/or the New Service Provider in accordance with TUPE with effect from the Subsequent Transfer Date. (b) Save where the parties reasonably believe that there will be no relevant transfer for the purposes of TUPE, the Parties shall co-operate in agreeing a list of Returning Employees prior to the Subsequent Transfer Date, and shall co-operate in seeking to ensure the orderly transfer of the Returning Employees to the Customer and/or the New Service Provider. (c) The Supplier shall not later than 2 (two) months prior to the expiry of the Contract (or, if earlier, within 28 (twenty eight) days of notice being given of termination of the Contract) to the extent lawfully permitted provide the Customer with the following details: (i) a list of those personnel engaged in the Services (the “Potential Returning Employees"relevant transfer" ); (ii) job title, age, length of continuous services, current remuneration, benefits, and notice periods of the Potential Returning Employees; (iii) terms and conditions of employment of the Potential Returning Employees, including any particulars that the Supplier is obliged to give under section 1 of the Employment Rights Act 1996; (iv) any current disciplinary or grievance proceedings ongoing in respect of the Potential Returning Employees and any such proceedings in the preceding 2 (two) years; (v) any claims, current or which TUPE the Supplier has reasonable grounds to believe will apply be brought by the Potential Returning Employees or their representatives or which have been brought in the preceding 2 (two) years; (vi) all benefit schemes or arrangements (whether contractual or not) applicable in respect of the Potential Returning Employees; (vii) information on any collective agreements which will have effect in relation to any employees the Potential Returning Employees after the Subsequent Transfer Date pursuant to TUPE. (d) The Supplier shall provide updates of the CLIENT. In details listed above at regular intervals to be specified by the circumstancesCustomer. (e) During the Stand-Still Period the Supplier will not: (i) initiate or make any changes in the composition/identities of; or (ii) amend or vary (or promise to amend or vary) the terms and conditions of employment or engagement (including for the avoidance of doubt, pay) of, Personnel engaged in providing the CLIENT and Services without the SERVICE PROVIDER agree that no employees prior written consent of the CLIENT will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights DirectiveCustomer. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date.