"Key Role(s) " has the meaning given to it in Clause 26.1 (Key Personnel); "Key Sub-Contract" means each Sub-Contract with a Key Sub-Contractor; "Key Sub-Contractor" means any Sub-Contractor: nominated as part of the Selection Questionnaire (SQ); which, in the opinion of the Authority and the Customer, performs (or would perform if appointed) a critical role in the provision of all or any part of the Goods and/or Services; and/or with a Sub-Contract with a contract value which at the time of appointment exceeds (or would exceed if appointed) 10% of the aggregate Contract Charges forecast to be payable under this Contract ; "Know-How" means all ideas, concepts, schemes, information, knowledge, techniques, methodology, and anything else in the nature of know-how relating to the Goods and/or Services but excluding know-how already in the Party’s possession before the Contract Commencement Date; "Law" means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Supplier is bound to comply; "Losses" all losses, liabilities, damages, costs, expenses (including legal fees), disbursements, costs of investigation, litigation, settlement, judgment, interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise and “Loss” shall be interpreted accordingly; "Man Day" means 7.5 Man Hours, whether or not such hours are worked consecutively and whether or not they are worked on the same day; "Man Hours" means the hours spent by the Supplier Personnel properly working on the provision of the Goods and/or Services including time spent travelling (other than to and from the Suppliers offices, or to and from the Sites) but excluding lunch breaks; "Milestone" means an event or task described in the Implementation Plan which, if applicable, must be completed by the relevant Milestone Date;
"Tests and Testing" means any tests required to be carried out pursuant to this Contract as set out in the Test Plan or elsewhere in this Contract and “Tested” shall be construed accordingly; Party IPR" Intellectual Property Rights owned by a third party which is or will be used by the Supplier for the purpose of providing the Goods and/or Services; “Transferring Customer Employees” those employees of the Customer to whom the Employment Regulations will apply on the Relevant Transfer Date; “Transferring Former Supplier Employees” in relation to a Former Supplier, those employees of the Former Supplier to whom the Employment Regulations will apply on the Relevant Transfer Date; "Transferring Supplier Employees" means those employees of the Supplier and/or the Suppliers Sub-Contractors to whom the Employment Regulations will apply on the Service Transfer Date. "Undelivered Goods" has the meaning given to it in Clause 9.4.1 (Goods); "Undelivered Goods and/or Services" has the meaning given to it in Clause 8.4.1 (Goods and/or Services); "Undisputed Sums Time Period" has the meaning given to it Clause 42.1.1 (Termination of Customer Cause for Failure to Pay); "Valid Invoice" means an invoice issued by the Supplier to the Customer that complies with the invoicing procedure in paragraph 7 (Invoicing Procedure) of Contract Schedule 3 (Contract Charges, Payment and Invoicing); "Variation" has the meaning to it in Clause 22.1 (Variation Procedure); "Variation Form" means the form set out in Contract Schedule 12 (Variation Form); "Variation Procedure" the procedure set out in Clause 22.1 (Variation Procedure); "VAT" has the meaning given to it in DPS Schedule 1 (Definitions); "Warranty Period" in relation to any Goods, the warranty period specified in the Contract Order Form; “Worker” means any one of the Supplier Personnel which the Customer, in its reasonable opinion, considers is an individual to which Procurement Policy Note 08/15 (Tax Arrangements of Public Appointees) "Working Day" means any day other than a Saturday or Sunday or public holiday in England and Wales unless specified otherwise by Parties in this Contract.