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%. The annual total liability for Buyer Data Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below applies for a more in-depth definition of Buyer Data Defaults, while still maintaining the definitions and meanings of Buyer Data and Default in Schedule 6: Glossary and Interpretations below. The annual total liability for all other Defaults will not exceed the greater of 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The insurance(s) required will be: ● a minimum insurance period of [6 years] following the expiration or Ending of this Call-Off Contract ● professional 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 professional indemnity 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) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by 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 21 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: Clauses 7.4 – 7.13 will be applied: 7.4 The Supplier will maintain full and accurate records and accounts, using Good Industry Practice and generally ac- cepted accounting principles, of the: 7.4.1 operation of the Framework Agreement and the Call-Off Contracts entered into with Buyers 21 7.4.2 Services provided under any Call-Off Contracts (includ- ing any Subcontracts) 7.4.3 amounts paid by each Buyer under the Call-Off Con- tracts What will happen when the Framework Agreement Ends? 7.5 The Supplier will provide a completed self audit certificate (Schedule 2) to CCS within 3 months of the expiry or Ending of this Framework Agreement.

Limit on Parties. liability The annual total liability of either Party for all Property Defaults will not exceed 125%. £1,000,000.00 The annual total liability for Buyer Data Defaults will not exceed 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or £1,000,000.00 (whichever is the greater). Clause 24.1 in Part B below applies for a more in-depth definition of Buyer Data Defaults, while still maintaining the definitions and meanings of Buyer Data and Default in Schedule 6: Glossary and Interpretations below. The annual total liability for all other Defaults will not exceed the greater of 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term or £1,000,000.00 (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The insurance(s) required will be: ● a minimum insurance period of [6 years] years following the expiration or Ending of this Call-Off Contract Contract. ● professional 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 professional indemnity 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) ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by 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 21 30 consecutive days. This section relates to clause 23.1 in Part B below. 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: Clauses . Audit provisions from clauses 7.4 – to 7.13 of the Framework Agreement. Buyer’s responsibilities The Buyer is responsible for granting access to MOD premises and Government Furnished Assets that are necessary to enable the Supplier to provide the services as specified within this agreement. Buyer’s equipment The Buyer’s equipment to be used with this Call-Off Contract includes a MODNet Laptop. Although The Buyer will endeavour to secure a MODNet laptop as soon as possible, The Buyer cannot guarantee one will be applied: 7.4 available for Contract award and as such acknowledges this may place a limit on the deliverables. 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 via CP&F (Contract, Purchasing and Finance). Payment profile The payment profile for this Call-Off Contract is monthly in arrears. Invoice details The Supplier will maintain issue electronic invoices monthly in arrears. The Buyer will pay the Supplier within 30 days of receipt of a valid invoice. Who and where to send invoices to Invoices will be sent to Invoice information required All invoices must include Call-Off Contract reference number (RM1557/PS153) and purchase order number. Invoices must provide a full and accurate records and accounts, using Good Industry Practice and generally ac- cepted accounting principles, of the: 7.4.1 operation breakdown of the Framework Agreement costs incurred for the Authority’s review and approval. Invoice frequency Invoice will be sent to the Buyer monthly. Call-Off Contract value The total value of this Call-Off Contract is £105,500.00 ex VAT Subject to the Authority’s financial approval, this Call-Off Contract has the following priced options: 6-month option: 1st May 2023-31st October 2023 (up to days) - £106,810.00 ex VAT ex T&S Additional SAC Support 1: 1st April 2023-31st March 2024 (up to days) - £213,620.00 ex VAT ex T&S Additional SAC Support 2: 1st April 2023-31st March 2024 (up to days) - £213,620.00 ex VAT ex T&S Further details in Schedule 2. Call-Off Contract charges The breakdown of the Charges is as shown in Schedule 2. Additional Buyer terms Performance of the Service and Deliverables This Call-Off Contract will include the following Implementation Plan, exit and offboarding plans and milestones: See SOR within Schedule 2. Guarantee Not Applicable. Warranties, representations Not Applicable. Supplemental requirements in addition to the Call-Off Contracts entered into terms Risk Assessment Ref: RAR-998011152 Cyber Risk Profile: High As the Cyber Risk Profile for this Risk Assessment is High, The Supplier will need to complete a Risk Assessment for each subcontracted element of this work. The Supplier for this contract must be instructed to complete a Supplier Assurance Questionnaire (SAQ). The documentation will need to include the Risk Assessment Reference and Cyber Risk Profile, and The Supplier should complete their SAQ using the attached PDF, which must be returned to Security Aspects Letter dated 21/10/2022 (Reference 20221021 - PS153_SAL_OS). Supplier acknowledges and will comply with Buyers 21 7.4.2 Services provided under any Call-Off Contracts (includ- ing any Subcontracts) 7.4.3 amounts paid ▇▇▇ by each signing contract. IR35: The Supplier has confirmed that their resource is on payroll. Valid and active Security Clearance is required for the duration of the contract. Alternative clauses Not Applicable. Buyer under specific amendments to/refinements of the Call-Off Con- tracts What will happen when the Framework Agreement Ends? 7.5 The Supplier will provide a completed self audit certificate Contract terms Not Applicable. Public Services Network (PSN) Not Applicable. Personal Data and Data Subjects Schedule 2) 7 is applicable to CCS within 3 months of the expiry or Ending of this Framework AgreementContract.

Limit on Parties. liability The annual total liability of either Party for all Property Defaults defaults will not exceed 125%. £500,000 The annual total liability for Buyer Data Defaults defaults will not exceed £500,000 or 50% 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 £100,000 or 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below applies for a more in-depth definition of Buyer Data Defaults, while still maintaining the definitions and meanings of Buyer Data and Default in Schedule 6: Glossary and Interpretations below. The annual total liability for all other Defaults will not exceed the greater of 125% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The insurance(s) required will be: ● a minimum insurance period of [6 years] Six (6) Years following the expiration or Ending earlier termination of this Call-Off Contract Agreement ● To comply with its obligations under this Call-Off Agreement and as a minimum, where requested by the Customer in writing the Supplier shall ensure that: ● professional indemnity insurance cover to be is held by the Supplier and by any agent, Subcontractor Sub-Contractor or consultant involved in the supply of the G-Cloud Services. This Services and that such professional indemnity insurance cover will have has a minimum limit of indemnity of one million pounds sterling (£1,000,000 1,000,000) for each individual claim or any such higher limit as the Buyer requires Customer may reasonably require (and as required by Law) from time to time; ● employers' liability insurance with a minimum limit of five million pounds sterling (£5,000,000 5,000,000) or any such higher minimum limit as required by Law from time to time. 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 21 60 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. No specific provisions required. Buyer’s responsibilities The Buyer is responsible for: Clauses 7.4 • Migration of application into the Azure environment • Ongoing application management & testing • End user service management • Maintenance and support of scripts • Provision of network access such as via N3/HSCN • Monitoring and analysis of Azure consumption • Application and system monitoring • Testing of service • Notifying Supplier of issues with underlying Azure platform • Patching of application and infrastructure • Management of security – 7.13 will be appliedincluding perimeter, identity and access management Buyer’s equipment Not applicable. Supplier’s information Subcontractors or partners The following is a list of the Supplier’s Subcontractors or Partners: 7.4 Microsoft (for Azure Services). Supplier partners with Microsoft for Azure services and with Cloudmore, for billing and consumption recording platform. 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 BACS. Payment profile The payment profile for this Call-Off Contract is monthly in arrears. Invoice details The Supplier will maintain full issue electronic invoices monthly in arrears. The Buyer will pay the Supplier within 30 days of receipt of a valid invoice. Who and accurate records and accountswhere to send invoices to Invoices will be sent to: PHE Accounts Payable Team Financial Accounting Services PHE Porton ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, using Good Industry Practice and generally ac- cepted accounting principles▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Invoices must be emailed to the following address as paper copies are not being accepted Guarantee Not applicable Warranties, of the: 7.4.1 operation of the Framework Agreement and representations Not applicable Supplemental requirements in addition to the Call-Off Contracts entered into with Buyers 21 7.4.2 Services provided under any Call-Off Contracts (includ- ing any Subcontracts) 7.4.3 amounts paid by each Buyer under terms Within the scope of the Call-Off Con- tracts What will happen when Contract, the Framework Agreement Ends? 7.5 The Supplier will provide a completed self audit certificate additional professional services as mutually agreed. Alternative clauses The Microsoft Cloud Agreement governs the use of Microsoft Cloud Services. This Microsoft Cloud Agreement is entered into between UKHSA, (Schedule 2) to CCS within 3 months “Customer”), and Microsoft Ireland Operations Limited (“Microsoft”). It consists of the expiry terms and conditions, Use Rights, SLA, and all documents referenced within those documents (together, the “agreement”). It is effective on the date that your Reseller (Redcentric Solutions Limited) provisions your Subscription. Key terms are defined in Section 10. MicrosoftProductTe MCA2017Agr_EMEA MicrosoftOnlineSer rms(WW)(English)(No _EU-EFTA_ENG_Sep2 vicesTerms(English)(N Buyer specific amendments to/refinements of the Call-Off Contract terms Within the scope of the Call-Off Contract, the Supplier will Force Majeure Clause: The definition of Force Majeure in the general terms and conditions will be amended to include an additional carve out from the definition of Force Majeure. The section of the definition of Force Majeure beginning “provided always that…” shall therefore read as follows, with the words in italics being added: “provided always that: i. any industrial dispute relating to the Supplier, the Supplier Staff or Ending any other failure in the Supplier or the Sub-Contractor's supply chain; ii. any event or occurrence which is attributable to the wilful act, neglect or failure to take reasonable precautions against the event or occurrence by the Party concerned; and iii. any event classified by the World Health Organisation as a pandemic shall not constitute a Force Majeure;” Force Majeure as described within the general terms and conditions will not apply in the case of an event classified by the World Health Organisation as a pandemic (“Pandemic”). The express intent of this Framework Agreement.service is to be fully operational during a Pandemic when force majeure would be traditionally and in the intent of the attached terms and conditions be used to explain a drop off in service. Public Services Network (PSN) The Public Services Network (PSN) is the government’s secure network. If the G-Cloud Services are to be delivered over PSN this should be detailed here: [enter text]. [Delete if not relevant] 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, Annex 2

Limit on Parties. liability The annual total liability of either Party for all Property Defaults will not exceed 125%£1,000,000. The annual total liability of either party for Buyer Data Defaults will not exceed 125£1 million or 150% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below applies for a more in-depth definition of Buyer Data Defaults, while still maintaining the definitions and meanings of Buyer Data and Default in Schedule 6: Glossary and Interpretations below. The annual total liability of either party for all other Defaults will not exceed the greater of 125£1 million or 150% of the Charges payable by the Buyer to the Supplier during the Call-Off Contract Term (whichever is the greater). Clause 24.1 in Part B below provides a definition of Other Defaults. Insurance The insurance(s) required will be: ● a minimum insurance period of [6 years] following the expiration or Ending of this Call-Off Contract ● professional 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 professional indemnity 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) Law ● employers' liability insurance with a minimum limit of £5,000,000 or any higher minimum limit required by 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 21 30 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: Clauses 7.4 – 7.13 will be applied: 7.4 The Supplier will maintain full and accurate records and accounts, using Good Industry Practice and generally ac- cepted accepted accounting principles, of the: 7.4.1 ● operation of the Framework Agreement and the Call-Off Contracts entered into with Buyers 21 7.4.2 ● Services provided under any Call-Off Contracts (includ- ing including any Subcontracts) 7.4.3 ● amounts paid by each Buyer under the Call-Off Con- tracts What Contracts 7.5 [clause not used] 7.6 The Supplier’s records and accounts will happen when be kept until the Framework Agreement Ends? 7.5 latest of the following dates: ● 7 years after the date of Ending or expiry of the last CallOff Contract to expire or End ● another date agreed between the Parties 7.7 During the timeframes highlighted in clause 7.6, the Supplier will maintain: ● commercial records of the Charges and costs (including Subcontractors’ costs) and any variations to them, including proposed variations ● books of accounts for all Call-Off Contracts ● access to its published accounts and trading entity information ● records of its delivery performance under each Call-Off Contract, including that of its Subcontractors 7.8 [clause not used] 7.9 Subject to any Confidentiality obligations, the Supplier will use reasonable endeavours to: ● provide audit information without delay ● provide all audit information within scope and give auditors access to Supplier Staff 7.10 The Supplier will provide a completed self audit certificate (Schedule 2) to CCS within 3 months allow the representatives of Buyers receiving Services, the Controller and Auditor General and their staff, any appointed representatives of the expiry National Audit Office, HM Treasury, the Cabinet Office and any successors or Ending assigns of the above access to the records, documents, and account information referred to in clause 7.7 (including at the Supplier’s premises), as may be required by them, and subject to reasonable and appropriate confidentiality undertakings, to verify and review: ● any books of accounts kept by the Supplier in connection with the provision of the G-Cloud Services for the purposes of auditing the Charges under the Call-Off Contract only ● the integrity, Confidentiality and security of the Buyer Data held or used by the Supplier ● any other aspect of the delivery of the Services including to review compliance with any legislation ● the Buyer’s assets, including the Intellectual Property Rights, Equipment, facilities and maintenance, to ensure that the Buyer’s assets are secure and that any asset register is up to date 7.11 [clause not used] 7.12 [clause not used] 7.13 Each Party is responsible for covering all their own other costs incurred from their compliance with the Audit obligations. ▇▇▇▇▇’s responsibilities The Buyer is responsible for ensuring when access to MOD sites is required due to sensitive information tasks this Framework Agreement.will be granted in accordance with onsite COVID 19 regulations. Buyer’s equipment The Buyer’s equipment to be used with this Call-Off Contract includes 🞆 Provision of access to MODNet including any relevant UAD / laptops. Reason: To deliver the scope of the requirement. Supplier’s information Not Applicable Subcontractors or partners Call-Off Contract charges and payment