Terms and conditions for the supply of goods (pro-customer)

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PROTECT- CONTRACT procedures. X11.5 RCUK SSC or the Customer may require the Supplier to ensure that any person employed in the provision of the Services has undertaken a Criminal Records Bureau check as per the Staff vetting procedures. The Supplier shall ensure that no person who discloses that he/she has a Relevant Conviction, or is found by the Supplier to have a Relevant Conviction (whether as a result of a police check or through the Criminal Records Bureau check or otherwise) is employed or engaged in the provision of any part of the Services. X11.6 If the Supplier fails to comply with Clause X11.2 within [2] months of the date of the request and in the reasonable opinion of RCUK SSC or the Customer, such failure may be prejudicial to the interests of the Services, then RCUK SSC or the Customer may terminate the Agreement, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to RCUK SSC or the Customer. X11.7 The decision of RCUK SSC or the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause X11.2 shall be final and conclusive. X12. Premises Inspection of Premises X12.1 Save as RCUK SSC or the Customer may otherwise direct, the Supplier is deemed to have inspected the Premises before submitting its response and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under the Agreement. Licence to occupy Premises X12.2 Any land or Premises made available from time to time to the Supplier by RCUK SSC or the Customer in connection with the Agreement shall be made available to the Supplier on a non-exclusive licence basis free of charge and shall be used by the Supplier solely for the purpose of performing its obligations under the Agreement. The Supplier shall have the use of such land or the Premises as licensee and shall vacate the same on completion, termination or abandonment of the Agreement. X12.3 The Supplier shall limit access to the land or the Premises to such Staff as is necessary to enable it to perform its obligations under the Agreement and the Supplier shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on such land or the Premises as RCUK SSC or the Customer may Contract Number : 36
PROTECT- CONTRACT reasonably request. X12.4 Should the Supplier require modifications to the Premises, such modifications shall be subject to RCUK SSC or the Customer's prior written approval and shall be carried out by the Customer(s) at the Supplier’s expense. RCUK SSC or the Customer shall undertake approved modification work without undue delay. Ownership of such modifications shall rest with RCUK SSC or the Customer. X12.5 The Supplier shall (and shall ensure that its Staff shall) observe and comply with such rules and regulations as may be in force at any time for the use of such premises as determined by RCUK SSC or the Customer, and the Supplier shall pay for the cost of making good any damage caused by the Supplier or its Staff other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein. X12.6 The parties agree that there is no intention on the part of RCUK SSC or the Customer to create a tenancy of any nature whatsoever in favour of the Supplier or its Staff and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to the Agreement, RCUK SSC or the Customer retains the right at any time to use any premises owned or occupied by it in any manner it sees fit. X13. ESCROW – to be discussed with preferred bidder X13.1 The Contractor shall [not less than [10] Working Days [before [specify time] or such other periods as the Authority may require] deposit the Source Code of such part of the Software that consists of Deposited Software in escrow with [insert name of escrow agent] on the basis of the [appropriate standard agreement or on such other terms as the Authority, the Contractor and [insert name of escrow agent] shall agree][terms set out in schedule 17 (Escrow Terms)]. [The Contractor shall ensure that the deposited version of the Source Code is the current version of the Deposited Software and that the deposited version is kept up-to-date as the Deposited Software is modified or upgraded. [The Contractor shall pay the initial storage fees under the escrow agreement and the Authority shall pay the release fees.] X13.2 Where the Contractor is unable to procure compliance with the provisions of clause X13.1 in respect of any Third Party Software, it shall provide the Authority with written evidence of its inability to comply with these provisions and shall agree with the Authority a suitable alternative to escrow that affords the Authority the nearest equivalent protection. The Contractor shall be excused from its obligations under clause X13.1only to the extent that the parties have agreed on a suitable alternative Contract Number : 37
Page 1 and 2: PROTECT- CONTRACT DRAFT AGREEMENT F
Page 3 and 4: PROTECT- CONTRACT Customer and the
Page 5 and 6: PROTECT- CONTRACT Services: the ser
Page 7 and 8: PROTECT- CONTRACT A3-2-1 the Suppli
Page 9 and 10: PROTECT- CONTRACT B2-2 The Supplier
Page 11 and 12: PROTECT- CONTRACT B5-2 Following de
Page 13 and 14: PROTECT- CONTRACT B7-1-2 to reject
Page 15 and 16: PROTECT- CONTRACT B9-2-3 use person
Page 17 and 18: PROTECT- CONTRACT B12-5 The Custome
Page 19 and 20: PROTECT- CONTRACT C2 Transparency C
Page 21 and 22: PROTECT- CONTRACT C6-3 The Consulta
Page 23 and 24: PROTECT- CONTRACT C7-8 Failing Agre
Page 25 and 26: PROTECT- CONTRACT C8-5-5 The provis
Page 27 and 28: PROTECT- CONTRACT Schedule 1 Order
Page 29 and 30: PROTECT- CONTRACT deadline as state
Page 31 and 32: PROTECT- CONTRACT X6.6 The Supplier
Page 33 and 34: PROTECT- CONTRACT X.7.7.4 shall, at
Page 35: PROTECT- CONTRACT X10.1 The Supplie
Page 39: PROTECT- CONTRACT Signed by [NAME O

Terms and conditions for the supply of goods (pro-customer)

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