Common use of Limit on Parties Clause in Contracts

Limit on Parties. liability The annual total liability of either Party for all Property Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call Off term The annual total liability for Buyer Data Defaults will not exceed 100% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater).The annual total liability for all other Defaults will not exceed the greater of 100% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 3 years following the expiration or Ending of this Call-Off Contract ● technology professional indemnity/liability insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate. ● employers' liability insurance with a minimum limit as required by Law Buyer’s responsibilities The Buyer is responsible for securing an appropriate Internet connection Buyer’s equipment The buyer is responsible for equipment and compatible browser software in order to access the Services Supplier’s information Subcontractors or partners Not Applicable Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is automatic bank transfer Payment profile The payment profile for this Call-Off Contract is annually in advance Invoice details The Supplier will issue electronic invoices annually in advance. The Buyer will pay the Supplier within 30 days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. Invoice information required All invoices must include the following: ● PO Number as issued by the Buyer ● Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title and Description Further guidance for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly to the email (no folders etc.) ● One PDF per invoice – all supporting documentation must be included within the single PDF. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed Invoice frequency Invoice will be sent to the Buyer annually for the year ahead. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval. Call-Off Contract charges The breakdown of the Charges is as detailed in Schedule 2 Additional Buyer terms Performance of the Service Not applicable Guarantee Not applicable Warranties, representations Not applicable Supplemental requirements in addition to the CallOff terms Not applicable Alternative clauses Not applicable Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable Personal Data and Data Subjects Schedule 7 is being used: Annex 1 Intellectual Property Not Applicable Social Value Not Applicable

Limit on Parties. liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed £1,000,000.00 per year. The annual total liability of either Party the Supplier for all Property Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation, or damage to any Buyer Data will not exceed 125£1,000,000.00 or 150% of the Charges payable by the Buyer to the Supplier during the Call Call- Off term Contract Term (whichever is the greater). The annual total liability of the Supplier for Buyer Data all other Defaults will not exceed 100the greater of £1,000,000.00 or 150% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater).The annual total liability for all other Defaults will not exceed the greater of 100% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Clause 24.1 in Part B below provides a definition of Other Defaultsgreater). Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 3 6 years following the expiration or Ending of this Call-Off Contract ● technology professional indemnity/liability indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate. ● employers' liability insurance with a minimum limit as of £5,000,000 or any higher minimum limit required by Law Buyer’s responsibilities The Buyer is responsible for securing an appropriate Internet connection for: ● Ensuring access to relevant IT as required ● Access to relevant Stakeholders ● Access to identified resources ● Access to MOD Sites, if required / agreed, using the DV clearance information provided by the Supplier Buyer’s equipment The buyer Buyer’s equipment to be used with this Call-Off Contract includes: As there is responsible for equipment a shortage of laptops a MOD issued laptop will not be possible, but the Supplier will be allowed and compatible browser software in order provided access to access use the Services MODNET Virtual Desktop Services. Supplier’s information Subcontractors or partners Not Applicable None Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is automatic bank by electronic transfer via the Contracting, Purchasing and Finance (CP&F) electronic procurement tool. Payment profile The payment profile for this Call-Off Contract is annually monthly in advance arrears. Invoice details The Supplier will issue electronic invoices annually monthly in advancearrears. The Buyer will pay the Supplier within 30 days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. Soft copy invoices will be sent to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇) Invoice information required All invoices must include the following: ● PO Purchase Order number, Contract Number as issued by (711002451) and Time/Materials being claimed. Invoices must provide a full breakdown of the Buyer ● Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title costs incurred for the Authority’s review and Description Further guidance for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly to the email (no folders etc.) ● One PDF per invoice – all supporting documentation must be included within the single PDFapproval. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed Invoice frequency Invoice will be sent to the Buyer annually for the year aheadmonthly. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval. £ ex VAT Call-Off Contract charges The breakdown of the Charges is as detailed shown in Schedule 2 2. Additional Buyer terms Performance of the Service Not applicable This Call-Off Contract will include the following Implementation Plan, exit and offboarding plans and milestones: ● See SOR within Schedule 1 Guarantee Not applicable Applicable. Warranties, representations Not applicable Applicable. Supplemental requirements in addition to the CallOff Call-Off terms Within the scope of the Call-Off Contract, the Supplier will adhere to the following: • Cyber Risk Assessment Ref: RAR-240228A07 Cyber Risk Profile: N/A NOTE: As the Cyber Risk Profile is Not applicable Applicable no further DCPP action is required. • IR35 Determination: off-payroll working rules do apply. • Valid and active DV Clearance is required for the duration of the contract. • DEFCON656A – Termination for Convenience also applies. Alternative clauses Not applicable Applicable. Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable Applicable. Personal Data and Data Subjects Annex 1 and Annex 2 (where applicable) of Schedule 7 is being used: Annex 1 . Intellectual Property Not Applicable All the artefacts (documents, configured solution and anything else created as part of this delivery - exclusively belong to MOD and cannot be used by the Supplier outside of the MOD without explicit written permission from MOD, in accordance and alignment with DEFCON 703. Social Value Not ApplicablePlease See Annex A to Schedule 1: Services (Social Value Considerations), which details how this requirement will be evaluated and monitored. Please Note: This does not alleviate the Supplier’s obligations in regard to Corporate Social Responsibility, which is included in clause 6 of the Framework T&Cs (and it’s sub-clauses therein). A

Limit on Parties. liability The annual total liability of either Party for all Property Defaults de- faults will not exceed 125% of the charges by the buyer to the supplier during the call off term. The annual total liability for Buyer Data defaults will not ex- ceed 125% of the Charges payable by the Buyer to the Supplier during the Call Off term The annual total liability for Buyer Data Defaults will not exceed 100% of the Charges payable by the Buyer to the Supplier Sup- plier during the Call-Off Contract Term (whichever is the greater).The Term. The annual total liability for all other Defaults defaults will not exceed the greater of 100125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 3 6 years following the expiration or Ending of this Call-Off Contract Contract. ● technology professional indemnity/liability indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate). ● employers' liability insurance with a minimum limit as of £5,000,000 or any higher minimum limit required by Law Buyer’s responsibilities The Buyer is responsible for securing an appropriate Internet connection Not Applicable Buyer’s equipment The buyer is responsible for equipment and compatible browser software in order to access the Services Not Applicable Supplier’s information Subcontractors or partners Not Applicable None Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is automatic bank transfer BACS. Payment profile The payment profile for this Call-Off Contract is annually monthly in advance arrears. Invoice details The Supplier will issue electronic invoices annually monthly in advancearrears. The Buyer will pay the Supplier within 30 days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. Invoices will be sent to Invoice information required All invoices must include the following: ● a valid PO Number as issued by the Buyer ● Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title number and Description Further guidance for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly to the email (no folders etc.) ● One PDF per invoice – all supporting documentation must be included within the single PDFcontract reference C233925. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed Invoice frequency Invoice will be sent to the Buyer annually for the year aheadmonthly in arrears. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The 121,980 for the initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval3 year term. Call-Off Contract charges The breakdown of the Charges is as detailed found in Schedule 2 Additional Buyer terms Performance of the Service ● Not applicable Applicable Guarantee Not applicable Applicable. Warranties, representations Not applicable No additional Warranties or representations required. Supplemental requirements in addition to the CallOff Call-Off terms Not applicable Applicable. Alternative clauses Not applicable Applicable. Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable Applicable. Personal Data and Data Subjects Confirm whether Annex 1 (and Annex 2, if applicable) of Schedule 7 is being used: Annex 1 Intellectual Property Not Applicable No new IPR is expected to arise due to the services provided in this contract. The solutions and features of the SaaS product will remain under the Intellectual Property Rights of the Supplier. Social Value Not Applicable

Limit on Parties. liability The annual total liability of either Party for all Property Defaults defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call Off term The annual total liability for Buyer Data Defaults will not exceed 100% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater).The annual total liability for all other Defaults will not exceed the greater of 100% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Clause 24.1 in Part B below provides a definition of Other Defaults. £5,000,000 Insurance The Supplier insurance(s) required will be: ● [a minimum insurance period of 3 years [1 year] following the expiration or Ending of this Call-Off Contract ● technology Contract] [professional indemnity/liability indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate. ● )] [employers' liability insurance with a minimum limit as of £5,000,000 or any higher minimum limit required by Law Law] Force majeure A Party may End this Call-Off Contract if the Other Party is affected by a Force Majeure Event that lasts for more than [90] consecutive days. Audit The following Framework Agreement audit provisions will be incorporated under clause 2.1 of this Call-Off Contract to enable the Buyer to carry out audits 90 days. List the required audit provisions from clauses 7.4 to 7.13 of the Framework Agreement. Buyer’s responsibilities The Buyer is responsible for securing an appropriate Internet connection for: the authorities’ staff will access the suppliers web-based portal services via MOJ IT infrastructure, upload data as required, and operate the system in accordance with the Suppliers training. • Setting up and assigning new users • Uploading customer contact details (unless via API) • Self-Serve of the Interactive Business SMS system Buyer’s equipment The buyer Buyer’s equipment to be used in connection with this Call-Off Contract includes access to the online web portal. Hardware is responsible for equipment and compatible browser software in order to access the Services N/A Supplier’s information Subcontractors or partners Not Applicable The following is a list of the Supplier’s Subcontractors or Partners [REDACTED] Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The method of payment method for this Call-Off Contract is automatic bank transfer 30 day invoice and BACS Payment profile The payment profile for this Call-Off Contract is annually in advance Monthly Invoice details The Supplier will issue electronic invoices annually in advancemonthly. The Buyer will pay the Supplier within 30 [30] days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. Invoices shall be sent to: Newport SSCL, National Offender Management, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Invoice information required All invoices must include the following: ● PO Number as issued by the Buyer ● Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title and Description Further guidance for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly to the email (no folders etc.) ● One PDF per invoice – all supporting documentation must be included within the single PDF. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed Purchase order number Invoice frequency Invoice will be sent to the Buyer annually for Monthly and on completion of the year aheadpurchase order. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval168,000. Call-Off Contract charges The breakdown of the Charges is as detailed in Schedule [REDACTED] Milestone Deliverables Duration Milestone Date Customer Responsibilities 1 Interactive Business SMS Service 24 Months As required Assign system administrators Assign system users Prepare API (if required) Prepare “Customer” contact groups 2 Training As In a timely required fashion to ensure successful operation of the system Additional Buyer terms Performance of the Service Not applicable and Deliverables This Call-Off Contract will include the following implementation plan, exit and offboarding plans and milestones: Guarantee Not applicable N/A Warranties, representations Not applicable N/A Supplemental requirements in addition to the CallOff Call-Off terms Not applicable N/A Alternative clauses Not applicable N/A Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable N/A Public Services Network (PSN) N/A Personal Data and Data Subjects Annex 1 of Schedule 7 is being used: Annex 1 Intellectual Property Not Applicable Social Value Not Applicable

Limit on Parties. liability The annual total liability of either Party for all Property Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call Off term £10m, capped at £1m for each individual claim. The annual total liability for Buyer Data Defaults will not exceed 100125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater).The greater). The annual total liability for all other Defaults will not exceed the greater of 100125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract TermTerm (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 3 years following the expiration or Ending of this Call-Off Contract ● technology professional indemnity/liability insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate. ● employers' liability insurance with a minimum limit as required by Law Buyer’s responsibilities The Buyer is responsible for securing an appropriate Internet connection for: Ensuring that the Supplier has access to any HMRC services required to develop and deploy a working service and any other services identified and communicated and agreed with the Buyer. Providing access to HMRC premises if/when required. Notifying the Supplier of any changes or proposed changes to the Security Policy Buyer’s equipment The buyer is responsible for Buyer’s equipment and compatible browser software in order to access the Services be used with this Call-Off Contract includes: SDES Supplier’s information Subcontractors or partners Not Applicable Transform is not planning to use subcontractors for this work. Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is automatic bank transfer BACS. Payment profile The payment profile for this Call-Off Contract is annually monthly in advance arrears. Invoice details The Supplier will issue electronic invoices annually monthly in advancearrears. The Buyer will pay the Supplier within 30 days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. The payment method for this Call-Off Contract is by BACS transfer through the HMRC Ariba network Invoice information required All invoices must include include: • the following: ● PO Number as issued by Purchase Order number. • total value excluding Value Added Tax (VAT). • the Buyer ● Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title VAT percentage. • the total value including VAT. • a contact name and Description Further guidance telephone number of an appropriate individual in the Supplier's finance department in the event of administrative queries; and • the banking details for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly payment to the email Supplier via electronic transfer of funds (no folders etc.) ● One PDF per name and address of bank, sort code, account name and number). In addition to the invoice, an accompanying change-log Excel spreadsheet must also be issued to the operational and commercial contract managers, The changelog will provide details of all changes which have been actioned, including the following information:  a change reference number  the Buyers name of who raised the change  a brief description of the change  the resource impact and  monthly invoice – all supporting documentation must be included within the single PDF. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed reference number Invoice frequency Invoice will be sent to the Buyer annually for the year aheadmonthly. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval. Call-Off Contract charges The breakdown of the Charges is as detailed in Schedule 2 10,900,000 Additional Buyer terms Performance of the Service Not applicable applicable. Guarantee Not applicable applicable. Warranties, representations Not applicable applicable. Supplemental requirements in addition to the CallOff Call-Off terms Not applicable The Supplier shall comply with the security management plan set out at Schedule 1 (11) (“Security Management Plan”) and the security policy identified as such within the Security Management Plan (“Security Policy”). The Supplier shall comply with the Authority’s mandatory terms as set out in Schedule 1 (12) of this Call-Off Contract. For the avoidance of doubt and contrary to any other provision relating to precedence of terms in this Call-Off Contract, in case of any ambiguity or conflict, the Authority’s mandatory terms in Schedule 1 will supersede any other terms in this Call-Off Contract. Alternative clauses Not applicable Applicable. Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable Applicable. Personal Data and Data Subjects Confirm whether Annex 1 (and Annex 2, if applicable) of Schedule 7 is being used: [Delete as appropriate] Annex 1 1, Annex 2 Intellectual Property Not Applicable No Project Specific IPR. Supplier Social Value Not Applicablecommitment We will engage with relevant stakeholders to understand existing framework activities and how we can deliver additional environmental benefits through our service provision. Our team has started an Open-Source project – Zekia – a Cloud Carbon (cloud agnostic) tracking tool for our development team and are in discussions with Defra and Government Digital Services to expand the use and contributors to this project. Green Engineering – Part of our Carbon Reduction plan is a framework assessing the impact of Carbon emissions and embedding this into the development lifecycle. We will share this with CCS and discuss how to include it in our delivery. Planet Centred Design - Our Service Design practice are collaborating with partners and clients to create a community of interest around Planet Centred Design practices and we’d welcome the opportunity to involve CCS in this initiative. Digital footprint – Our new website - deployed 1st February 2024 – is currently 88% cleaner than all web pages globally. We will continue to measure its sustainability using 3 different calculators. We have worked with clients like BEIS and Borderforce to reduce their digital footprint. We aim to co-design/co-create relevant environmental training to influence CCS’ chosen staff, suppliers and communities. We run Environmental Sustainability training for staff, suppliers and clients through our internal academy (Learnamp), e.g. ISO awareness training, Environmental Management System training and BCorp familiarisation. Events - We run multiple events for our staff, clients and key stakeholders: Series of talks by inspirational speakers (▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), about climate change and the ecological crisis and the pathways we can take through it; Partnering with Plantega to run tasting sessions focusing on making plant-based eating super convenient. We are subscribers to Gartner to keep ahead of eco-technology. We are members of techUK and participate in their Sustainability Strategy Forum. Performance Indicators Data supplied by the Supplier in relation to Performance Indicators is deemed the Intellectual Property of the Buyer and may be published by the Buyer.

Limit on Parties. liability Defaults by either party resulting in direct loss to the property (including technical infrastructure, assets or equipment but excluding any loss or damage to Buyer Data) of the other Party will not exceed £1,000,000 per year. The annual total liability of either Party for all Property Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call Off term The annual total liability for Buyer Data Defaults resulting in direct loss, destruction, corruption, degradation or damage to any Buyer Data will not exceed 100% £1 million of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater).The greater). The annual total liability of the Supplier for all other Defaults will not exceed the greater of 100% £1 million of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term. Clause 24.1 in Part B below provides a definition of Other DefaultsTerm (whichever is the greater). Insurance The Supplier insurance(s) required will be: ● a minimum insurance period of 3 6 years following the expiration or Ending of this Call-Off Contract ● technology employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by Law professional indemnity/liability indemnity insurance cover to be held by the Supplier and by any agent, Subcontractor or consultant involved in the supply of the G-Cloud Services. This technology professional indemnity /liability insurance cover will have a minimum limit of indemnity of £1,000,000 for each individual claim or any higher limit the Buyer requires (and as required by Law) for a maximum of £8,000,000 in the aggregate. ● employers' liability insurance with a minimum limit as required by Law Buyer▇▇▇▇▇’s responsibilities The Buyer is responsible for securing an appropriate Internet connection the provision of Services as detailed at Schedule 1 - Services. Buyer’s equipment The buyer is responsible for equipment and compatible browser software in order to access the Services Not Applicable. Supplier’s information Subcontractors or partners Not Applicable No Subcontractors are proposed – the Supplier shall inform the Buyer if any Subcontractors are to be used to perform any of the Services. Call-Off Contract charges and payment The Call-Off Contract charges and payment details are in the table below. See Schedule 2 for a full breakdown. Payment method The payment method for this Call-Off Contract is automatic bank transfer via CP&F in accordance with DEFCON 522 (11/21) Payment and Recovery of Sums Due Payment profile The payment profile for this Call-Off Contract is annually annual invoicing in advance upon Contract award. Invoice details The Supplier will issue electronic invoices annually in advance. The Buyer will pay the Supplier within 30 days of receipt of a valid undisputed invoice. Who and where to send invoices to REDACTED TEXT under FOIA Section 43 Commercial Interests. Invoices will be sent to Invoice information required All invoices must include the following: ● PO Number as issued by the Buyer ● confirmation that all software licences are available Invoice Currency GBP Due Date Tax Rate Tax Code Net Value Tax Value Invoice Total Invoice Number ● Supplier Details ● Invoice Amount ● Call-Off Contract Title and Description Further guidance for emailed invoices: ● Email size must not exceed 4MB ● All files/invoices must be in PDF format attached directly to the email (no folders etc.) ● One PDF per invoice – all supporting documentation must be included within the single PDF. Do not attach addition-al/separate supporting documentation as a separate file ● Multiple invoices can be attached to one email but each in- voice must be in a separate PDF (with no additional supporting files as described above) ● "PASSWORD PROTECTED" files cannot be processed Invoice frequency Invoice will be sent to the Buyer annually for the year aheadannually, upon Contract Award. Call-Off Contract value The total value of this Call-Off Contract is £338,560.00 excluding VAT, and excluding an optional extension period. The initial 24-month contract duration period totals £338,560.00 The Buyer retains the right to instruct an optional 12-month extension period totalling an additional £169,280.00 subject to further budgetary approval. 276,880 ex VAT Call-Off Contract charges The See Schedule 2 for full breakdown of the Charges is as detailed in Schedule 2 Charges. Additional Buyer terms Performance of the Service Not applicable Applicable. Guarantee Not applicable Applicable. Warranties, representations Not applicable In accordance with Part B Terms and Conditions. Supplemental requirements in addition to the CallOff Call-Off terms Not applicable Within the scope of the Call-Off Contract, the buyer confirms that there is no automatic renewal of the subscription upon Contract expiry. Alternative clauses Not applicable Applicable. Buyer specific amendments to/refinements of the Call-Off Contract terms Not applicable DEFCON 522 (11/21) Payment and Recovery of Sums Due Within the scope of the Call-Off Contract and notwithstanding clause 18.1 of the Terms and Conditions in Part B will take precedence. DEFFORM 701 (12/21) Heads of Agreement for Licence Terms for Commercial Software purchased by The Secretary of State for Defence Personal Data and Data Subjects Annex 1 of Schedule 7 is being used: Annex 1 will be used Intellectual Property Not Applicable In accordance with Clause 11 of Part B Terms and Conditions. Social Value Not ApplicableIn accordance with Part B Terms and Conditions.