requiring the Supplier to pay any undisputed sums which are due from it to the sub-consultant within a specified period not exceeding thirty (30) days from the receipt of a valid invoice; requiring that any invoices submitted by a sub-consultant shall be considered and verified by the Supplier in a timely fashion and that undue delay in doing so shall not be sufficient justification for failing to regard an invoice as valid and undisputed; requiring the sub-contractor to include in any sub-contract which it in turn awards suitable provisions to impose, as between the parties to that requirements to the same effect as those required by sub-clauses (a) and (b) directly above; and conferring a right to the Contracting Authority to publish the Supplier’s compliance with its obligation to pay undisputed invoices within the specified payment period. The Supplier shall pay any undisputed sums which are due from it to a sub-consultant within thirty (30) days from receipt of a valid invoice. Any invoices submitted by a sub-contractor to the Supplier shall be considered and verified by the Supplier in a timely fashion. Undue delay in doing so shall not be sufficient justification for the Supplier failing to regard an invoice as valid and undisputed. Notwithstanding any provision of Clauses 17 (Confidentiality) and 27 (Publicity and Branding) if the Supplier notifies the Contracting Authority that the Supplier has failed to pay an undisputed sub-contractor’s invoice within thirty (30) days of receipt, or the Contracting Authority otherwise discovers the same, the Contracting Authority shall be entitled to publish the details of the late or non-payment (including on government websites and in the press). Recovery of sums due from Supplier Where the Contracting Authority is a Crown Body and any sum of money is recoverable from or payable by the Supplier under this agreement, such sum may be deducted from or reduced by the amount of any sum or sums then due or which at any time after may become due to the Supplier under this agreement or any other contract with any Department or Office of Her Majesty’s Government. Where the Contracting Authority is not a Crown Body and any sum of money is recoverable from or payable by the Supplier under this agreement or any other
have the benefit of any limitations or exclusions of their liability contained in the BIM Protocol. Where a BIM Protocol Does Not Apply If the Contract Particulars state that a BIM Protocol does not apply then: if it is stated in the Contract Particulars that the Supplier is to act as the BIM Information Manager, the Supplier shall act as a the BIM Information Manager for the Project as more fully set out in the BIM Documents; if it is not stated in the Contract Particulars that the Supplier is to act as the BIM Information Manager, the Supplier shall comply with the reasonable instructions of the BIM Information Manager in relation to the BIM Documents; The Contracting Authority grants to the Supplier, with immediate effect, an irrevocable, non-exclusive, non-terminable, royalty-free licence (or, as the case may be, sub-licence) including the right to grant sub-licences (or, as the case may be, sub-sub-licences), to copy and make full use of the Material produced in accordance with the BIM Documents by or on behalf of the Contracting Authority (including any produced by the Contractor or another member of the Professional Team) for the purpose of performing the Services and complying with the BIM Documents; Clause 16.3 shall have no effect and neither Party shall be liable to the other for: any use of Material created by (or on behalf of) it for any purpose other than that for which that Material was prepared and/or provided; or any amendment or modification of Material produced in accordance with the BIM Documents, except where such amendment or modification: was made with the consent (not to be unreasonably withheld) of the party that produced it (or on whose behalf it was produced); was permitted by the BIM Documents; or
GOVERNING LAW This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. JURISDICTION Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). This agreement has been entered into as a deed on the date stated at the beginning of it. Schedule – Parent Company Guarantee DEED OF GUARANTEE THIS DEED OF GUARANTEE is made the day of 20[ ] BETWEEN: [Insert the name of the Guarantor] [a company incorporated in England and Wales] with number [insert company no.] whose registered office is at [insert details of the Guarantor’s registered office here] [OR] [a company incorporated under the laws of [insert country], registered in [insert country] with number [insert number] at [insert place of registration], whose principal office is at [insert office details] (“Guarantor”); and [Insert the name of the Contracting Authority] which is a company incorporated in and accordance with the laws of [ ] (Company No. [ ] whose registered office address is at [ ] (“Beneficiary”) WHEREAS: The Guarantor has agreed, in consideration of the Beneficiary entering into the Call Off Contract with the Supplier, to guarantee all of the Supplier’s obligations under the Call Off Contract. It is the intention of the Parties that this Deed of Guarantee be executed and take effect as a deed. The Beneficiary has paid £10 to the Guarantor as consideration under this Deed of Guarantee the receipt and sufficiency of which the Guarantor acknowledges DEFINITIONS AND INTERPRETATION In this Deed of Guarantee: unless defined elsewhere in this Deed of Guarantee or the context requires otherwise, defined terms shall have the same meaning as they have for the purposes of the Call Off Contract;