Common use of Provision of the Services Clause in Contracts

Provision of the Services. The Supplier shall provide the Services during the Agreement Period in accordance with the Client’s requirements as set out in the Specification and the terms of the Agreement. The Client shall have the power to inspect and examine the performance of the Services at any reasonable time. If the Client informs the Supplier that the Client considers that any part of the Services do not meet the requirements of the Agreement or differ in any way from those requirements, and this is other than as a result of Default on the part of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. Without prejudice to any other rights and remedies the Client may have pursuant to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreement; and shall comply with all lawful and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between the Supplier and those third parties.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with any description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements as set out of Clauses 7.1.3(a) to 7.1.3(e) and, where necessary the provisions of xxxxx://xxx.xxx.xx/government/publications/cyber-essentials-scheme-overview, or equivalent. The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the Specification duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the terms provision of the Agreement. The Client shall have Services; ensure that any products or services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the Customer’s description of the Services during the Agreement Period in Call Off Schedule 2 (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the Client’s requirements as set out provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Specification Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the terms Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that: the power release of any new Supplier Software or upgrade to inspect and examine any Supplier Software complies with the performance interface requirements of the Services at Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any reasonable time. If the Client informs new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the Client considers that relevant specification; any part of products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services do not shall enable the Deliverables and/or Services to meet the requirements of the Agreement Customer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer) and will be Euro Compliant; and the Services are fully compatible with any Customer Software, Customer System, Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and this is other than as a result of Default training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the ClientServices (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall at its own expense re-schedule and perform enforce such warranties in accordance with any reasonable directions that the work correctly within such reasonable Customer may notify from time as may be specified by the Client without prejudice to time to the Client’s other rights arising from any breach Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services; deliver the Services within in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the time agreed Customer or on a specified date. Without prejudice otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to any other rights and remedies diminish the Client may have pursuant trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; and the Supplier’s own established procedures and practices to the extent the same do not conflict with the requirements of Clause 7.(a). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client Services; ensure that any Services recommended or otherwise specified by the Supplier for use by the Contracting Authority in conjunction with the Deliverables andServices shall have enable the power to inspect Deliverables and examine the performance of the Services at any reasonable time. If the Client informs the Supplier that the Client considers that any part of the Services do not to meet the requirements of the Agreement Contracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Contracting Authority); ensure that the Services are fully compatible with any Contracting Authority Property or differ Contracting Authority Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Contracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Contracting Authority are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Contracting Authority and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Contracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Contracting Authority may notify from time to time to the Supplier; provide the Contracting Authority with such assistance as the Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Contracting Authority or otherwise brings the Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Contracting Authority, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesKey Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8. shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.(a) to 7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8. shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any Services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs Deliverables and/or the Supplier that the Client considers that any part of the Services do not services to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Call Off Schedule 4 (Project Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred by Customer may notify from time to time to the Client which have arisen Supplier; provide the Customer with such assistance as a direct consequence the Customer may reasonably require during the Call Off Contract Period in respect of the Supplier’s delay in the performance supply of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform Services; deliver the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreement; a proportionate and shall comply with all lawful efficient manner;and gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with any description of the Services during the Agreement Period in Call Off Schedule 2 (Goods and Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Specification Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the terms Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 20.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any products or services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Goods and/or the Services at any reasonable time. If shall enable the Client informs Deliverables and/or the Supplier that the Client considers that any part of Goods and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third parties.Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES (PARTICULARS)

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with any description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in the Specification provisions of this Call Off Contract and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.(a) to 7.(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 23.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any products or services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Goods and/or the Services at any reasonable time. If shall enable the Client informs Deliverables and/or the Supplier that the Client considers that any part of Goods and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third parties.Supplier Personnel also do, or refrain from doing, such act or thing. Services

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the Customer’s description of the Services during the Agreement Period in Call Off Schedule 2 (Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the Client’s requirements as set out provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Specification Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the terms Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.(a) to 7.(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that: the power release of any new Supplier Software or upgrade to inspect and examine any Supplier Software complies with the performance interface requirements of the Services at Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any reasonable time. If the Client informs new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the Client considers that relevant specification; any part of products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services do not shall enable the Deliverables and/or Services to meet the requirements of the Agreement Customer as specified by the Customer at the time of entering into this Call Off Contract and subject to any subsequent Variation; the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer) and will be Euro Compliant; and the Services are fully compatible with any Customer Software, Customer System, Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and this is other than as a result of Default training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the ClientServices (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall at its own expense re-schedule and perform enforce such warranties in accordance with any reasonable directions that the work correctly within such reasonable Customer may notify from time as may be specified by the Client without prejudice to time to the Client’s other rights arising from any breach Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services; deliver the Services within in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the time agreed Customer or on a specified date. Without prejudice otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to any other rights and remedies diminish the Client may have pursuant trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the Customer’s description of the Services during the Agreement Period in Call Off Schedule 2 (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the Client’s requirements as set out provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Specification Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the terms Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that: the power release of any new Supplier Software or upgrade to inspect and examine any Supplier Software complies with the performance interface requirements of the Services at Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any reasonable time. If the Client informs new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the Client considers that relevant specification; any part of products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services do not shall enable the Deliverables and/or Services to meet the requirements of the Agreement Customer; the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer) and will be Euro Compliant; and the Services are fully compatible with any Customer Software, Customer System, Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and this is other than as a result of Default training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the ClientServices (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall at its own expense re-schedule and perform enforce such warranties in accordance with any reasonable directions that the work correctly within such reasonable Customer may notify from time as may be specified by the Client without prejudice to time to the Client’s other rights arising from any breach Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services; deliver the Services within in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the time agreed Customer or on a specified date. Without prejudice otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to any other rights and remedies diminish the Client may have pursuant trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call-Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with any description of the Services during the Agreement Period in Call-Off Schedule 2 (Services) or elsewhere in this Call-Off Contract; and are supplied in accordance with the Client’s requirements as set out in the Specification provisions of this Call-Off Contract and the terms Tender. The Supplier shall perform its obligations under this Call-Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 8.1.3(a) to 8.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call-Off Contract; subject to Clause 21 (Variation Procedure), obtain, and maintain throughout the duration of this Call-Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any products or services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); and ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Part B of Call-Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call-Off Contract) or otherwise used by the Supplier in connection with this Call-Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call-Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call-Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call-Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call-Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that any services recommended or otherwise specified by the power to inspect and examine Supplier for use by the performance of Customer in conjunction with the Deliverables and/or the Services at any reasonable time. If shall enable the Client informs the Supplier that the Client considers that any part of Deliverables and/or the Services do not to meet the requirements of the Agreement Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or differ Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Customer and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementCustomer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred by Customer may notify from time to time to the Client which have arisen Supplier; provide the Customer with such assistance as a direct consequence the Customer may reasonably require during the Call Off Contract Period in respect of the Supplier’s delay in the performance supply of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform Services; deliver the Services in accordance with a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Agreement; shall neither be entitled Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to any additional payment nor excused from any obligation diminish the trust that the public places in the Customer, regardless of whether or liability under the Agreement due to any misinterpretation not such act or misunderstanding by the Supplier of any fact relating omission is related to the Specification or otherwise to the AgreementSuppliers obligations under this Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).

Provision of the Services. The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the Customer’s description of the Services during the Agreement Period in Call Off Schedule 2 (Goods and Services) (or elsewhere in this Call Off Contract); and are supplied in accordance with the Client’s requirements as set out provisions of this Call Off Contract or the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Specification Standards; the Security Policy; the Quality Plans; the ICT Policy (if so required by the Customer); and the terms Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(f). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 21.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client shall have Services; ensure that: the power release of any new Supplier Software or upgrade to inspect and examine any Supplier Software complies with the performance interface requirements of the Services at Customer and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Customer three (3) Months before the release of any reasonable time. If the Client informs new Supplier Software or Upgrade; all Software including Upgrades, Updates and New Releases used by or on behalf of the Supplier are currently supported versions of that Software and perform in all material respects in accordance with the Client considers that relevant specification; any part of products or services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services do not shall enable the Deliverables and/or Services to meet the requirements of the Agreement Customer as specified in the Order Form and Schedule 2 (Goods and Services); the Supplier System and Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer) and will be Euro Compliant; and the Services are fully compatible with any Customer Software, Customer System, Customer Property or differ Customer Assets described in Part B of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Services, the ICT Environment and/or the Customer's operations when providing the Services; ensure that any Documentation and this is other than as a result of Default training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the to any Other Supplier to enable such Other Supplier to create and maintain technical or organisational interfaces with the Services and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the ClientServices (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall at its own expense re-schedule and perform enforce such warranties in accordance with any reasonable directions that the work correctly within such reasonable Customer may notify from time as may be specified by the Client without prejudice to time to the Client’s other rights arising from any breach Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services; deliver the Services within in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the time agreed Customer or on a specified date. Without prejudice otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to any other rights and remedies diminish the Client may have pursuant trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Agreement, the Supplier shall reimburse the Client for all reasonable costs incurred by the Client which have arisen as a direct consequence of the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesSupplier Personnel also do, or refrain from doing, such act or thing.

Provision of the Services. The Supplier acknowledges and agrees that the Contracting Authority relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall provide ensure that the Services: comply in all respects with the description of the Services during the Agreement Period in Call Off Schedule 2 (Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the Client’s requirements as set out in provisions of this Call Off Contract (including the Specification Call Off Tender) and the terms Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; and the Supplier’s own established procedures and practices to the extent the same do not conflict with the requirements of Clause 7.1.3(a). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Agreement. The Client Services; ensure that any Services recommended or otherwise specified by the Supplier for use by the Contracting Authority in conjunction with the Deliverables andServices shall have enable the power to inspect Deliverables and examine the performance of the Services at any reasonable time. If the Client informs the Supplier that the Client considers that any part of the Services do not to meet the requirements of the Agreement Contracting Authority; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Contracting Authority); ensure that the Services are fully compatible with any Contracting Authority Property or differ Contracting Authority Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any way from those requirementsdisruption to the Sites and/or the Contracting Authority's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Contracting Authority are comprehensive, accurate and this is other than as a result of Default prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the part Call Off Expiry Date for any reason, to enable the timely transition of the Client, the Supplier shall at its own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Client without prejudice to the Client’s other rights arising from any breach of the Agreement. If the defect is not remedied within a reasonable time the Client may seek alternative remedies to be funded by the Supplier. Timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within (or any of them) to the time agreed or on a specified date. Without prejudice Contracting Authority and/or to any other rights and remedies the Client may have pursuant Replacement Supplier; assign to the AgreementContracting Authority, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Contracting Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall reimburse enforce such warranties in accordance with any reasonable directions that the Client for all reasonable costs incurred Contracting Authority may notify from time to time to the Supplier; provide the Contracting Authority with such assistance as the Contracting Authority may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Contracting Authority or otherwise brings the Contracting Authority into disrepute by engaging in any act or omission which is reasonably likely to diminish the Client which have arisen as a direct consequence trust that the public places in the Contracting Authority, regardless of whether or not such act or omission is related to the Supplier’s delay in the performance of the Agreement which the Supplier has failed to remedy after being given reasonable notice by the Client. The Supplier acknowledges that it: has sufficient information about the Client and the Specification and that it has made all appropriate and necessary enquires to enable it to perform the Services in accordance with the Agreement; shall neither be entitled to any additional payment nor excused from any obligation or liability obligations under the Agreement due to any misinterpretation or misunderstanding by the Supplier of any fact relating to the Specification or otherwise to the Agreementthis Call Off Contract; and shall comply with all lawful gather, collate and reasonable directions of the Client relating to its performance of the Services. The Services include assisting other suppliers providing services to the Client or any other member of the Client’s Group at no additional cost to the Client to the extent that provide such assistance or management of other suppliers is as described in, contemplated by or reasonably to be inferred from the Services or the nature or manner of the supply thereof. Notwithstanding the above, the Supplier shall, where directed by the Client, provide at no cost all reasonable assistance, information and co-operation to any other third party as the Contracting Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with which any member of the Client’s Group has a relationship subject to the signature of confidentiality agreements between its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and those third partiesKey Sub Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. Services General application This Clause 8 shall apply if any Services have been included in Annex 1 (The Services) of Call Off Schedule 2 (Services).