Relevant Convictions [Clause 26.2.1 shall apply to this Call Off Contract] Failure of Supplier Equipment [In Clause 31.8 of the Call Off Terms shall apply. For the purposes of Clause 31.8, the value of X shall be [insert number of Service Failures] and the value for Y shall be [insert number of months] Maintenance of the ICT Environment [ ] Protection of Customer Data [ ] Testing [ ] Limitations on Liability [In Clause 36 of the Call Off Terms] [Insurance] 37 Termination without cause notice period [The minimum number of days for the purposes of Clause 41.6 of the Call Off Terms shall be [ten 10]] ADDITIONAL AND/OR ALTERNATIVE CLAUSES Supplemental requirements to the Call Off [ ] Amendments to/refinements of the Call Off Terms [ ] Alternative and/or Additional Clauses (select from Call Off Schedule 15 (Alternative and/or Additional Clauses)) [ ] [Minimum Standards of Reliability (as defined in the Framework Agreement)] In accordance with Clause 59 of this Call Off Contract, the Customer [requires][does not require] the Supplier to into a Collaboration Agreement. [The Collaboration Agreement shall be entered into on the Commencement Date.] [the Supplier shall deliver to the Customer an executed Collaboration Agreement]. ] [Guidance Note to Customer: Consider if a Collaboration Agreement is required to ensure the operation of the Services within your supply Customers should consider using this where they wish to provide for the INSURANCE AGREEMENT
Supplier shall notify the Customer and the Parties shall agree the impact of such change. TESTING This Clause 11 shall apply if so specified by the Customer in the Order Form or elsewhere in this Call Off Contract. The Parties shall comply with any provisions set out Call Off Schedule 5 (Testing). SERVICE LEVELS AND SERVICE CREDITS The Parties shall comply with the provisions of Part A (Service Levels and Service Credits) of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Supplier’s failure to meet any Service Level Performance Measure. A Service Credit be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous (twelve) 12 period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.6 (Termination Without Cause). Not more than once in each Contract Year the Customer may, on giving the Supplier at least 3 Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance
Personal delivery On delivery, provided delivery is between 9.00am and 5.00pm on a Working Day. Otherwise, delivery will occur at 9.00am on the next Working Day Properly addressed and delivered as evidenced by signature of a delivery receipt Royal Mail Signed For™ 1st Class or other prepaid, next Working Day service providing proof of delivery At the time recorded by the delivery service, provided that delivery is between 9.00am and 5.00pm on a Working Day. Otherwise, delivery will occur at 9.00am on the same Working Day (if delivery before 9.00am) or on the next Working Day (if after 5.00pm) Properly addressed prepaid and delivered as evidenced by signature of a delivery receipt The following notices may only be served as an attachment to an email if the original notice is then sent to the recipient by personal delivery or Royal Mail Signed For™ 1st Class or other prepaid in the manner set out in the table in Clause 55.2: any Termination Notice (Clause 41 (Customer Termination Rights)), any notice in respect of: partial termination, suspension or partial suspension (Clause 44 (Partial Termination, Suspension and Partial Suspension)), waiver (Clause 48 (Waiver and Cumulative Remedies)) Default or Customer Cause; and any Dispute Notice. Failure to send any original notice by personal delivery or recorded delivery in accordance with Clause 55.3 shall invalidate the service of the related e-mail transmission. The deemed time of delivery of such notice shall be the deemed time of delivery of the original notice sent by personal delivery or Royal Mail Signed For™ 1st Class delivery (as set out in the table in Clause 55.2) or, if earlier, the time of response or acknowledgement by the other Party to the email attaching the notice. This Clause 55 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution (other than the service of a Dispute Notice under the Dispute Resolution Procedure). For the purposes of this Clause 55, the address and email address of each Party shall be the address and email address set out in the Order Form. DISPUTE RESOLUTION The Parties shall resolve Disputes arising out of or in connection with this Call Off Contract in accordance with the Dispute Resolution Procedure.
"Rectification Plan Process" means the process set out in Clause 38.2 (Rectification Plan Process); "Registers" has the meaning given to in Call Off Schedule 11 (Exit Management); "Regulations" means the Public Contracts Regulations 2006 and/or the Public Contracts (Scotland) Regulations 2012 (as the context requires) as amended from time to time; "Reimbursable Expenses" has the meaning given to it in Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing); "Related Supplier" any person who provides Services to the Customer which are related to the Services from time to time; "Relevant Conviction" means a Conviction that is relevant to the nature of the Services to be provided or as specified by the Customer in the Order Form or elsewhere in this Call Off Contract; "Relevant Requirements" means all applicable Law relating to bribery, corruption and fraud, including the Bribery Act 2010 and any guidance issued by the Secretary of State for Justice pursuant to section 9 of the Bribery Act 2010; "Relevant Tax Authority" HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established; "Relevant Transfer" a transfer of employment to which the Employment Regulations applies; "Relevant Transfer Date" in relation to a Relevant Transfer, the date upon which the Relevant Transfer takes place; "Relief Notice" has the meaning to it in Clause 39.2.2 (Supplier Relief Due to Customer Cause); "Replacement Services" means any services which are substantially similar to any of the Services and which the Customer receives in substitution for any of the Services following the Call Off Expiry Date, whether those services are provided by the Customer internally and/or by any third party; "Replacement means a sub-contractor of the Replacement Supplier to whom Transferring Supplier Employees will transfer on a Service Transfer Date (or any sub-contractor of any such sub-contractor); "Replacement Supplier" means any third party provider of Replacement Services appointed by or at the direction of the Customer from time to time or where the Customer is providing Replacement Services for its own account, shall also include the Customer; "Request for Information" a request for information or an apparent request relating to this Call Off Contract or the provision of the Services or an apparent request for such information under the FOIA or the EIRs; "Restricted Countries" has the meaning given to it in Clause 34.7.3 (Protection of Personal Data);
Service Level Performance Criterion Key Indicator Service Level Performance Measure Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Access to Customer support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure Complaints Handling At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Measure provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under the specified Service Level Performance Measure Timely provision of the Services [** hours a day, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credit gained for each percentage under the specified Service Level Performance Measure] [Guidance Note: Insert the appropriate Service Levels and Service Credits above.] The Service Credits shall be calculated on the basis of the following formula: [Example: Formula: x% (Service Level Performance Measure) - x% (actual Service Level performance) = x% of the Call Off Contract Charges payable to the Customer as Service Credits to be deducted from the next
in any case in relation to any alleged act or omission of the Supplier and/or any Sub-contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-contractor neglected to follow a fair dismissal procedure; and apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date. OBLIGATIONS Where in this Part C the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly. 12/08/2013 PART D Employment Exit Provisions TRANSFER OBLIGATIONS Supplier agrees that within 20 Working Days of the earliest of: of a notification from the Customer of a Service Transfer or intended Service Transfer; of the giving of notice of early termination or any Partial Termination of this Call Off Contract; date which is 12 months before the end of the Term; and of a written request of the Customer at any time (provided that the Customer only be entitled to make one such request in any 6 month period), it shall provide in a suitably anonymised format so as to comply with the DPA, the Supplier's Provisional Supplier Personnel List, together with the Staffing Information in relation to the Supplier's Provisional Supplier Personnel List and it shall provide an updated Supplier's Provisional Supplier Personnel List at such intervals as are reasonably requested by the Customer. least 20 Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer or at the direction of the Customer to any Replacement Supplier and/or any Replacement Sub-contractor: Supplier's Final Supplier Personnel List, which shall identify which of the Supplier Personnel are Transferring Supplier Employees; and Staffing Information in relation to the Supplier’s Supplier Personnel List (insofar as such information has not previously been provided).