Management System. After Buyer approval the Security Management Plan and Information Security Management System will apply during the Term of this Call-Off Contract. Both plans will comply with the Buyer’s security policy and protect all aspects and processes associated with the delivery of the Services. The Supplier will use all reasonable endeavours, software and the most up-to-date antivirus definitions available from an industry-accepted antivirus software seller to minimise the impact of Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Service Data, the Supplier will help the Buyer to mitigate any losses and restore the Services to operating efficiency as soon as possible. Responsibility for costs will be at the: Supplier’s expense if the Malicious Software originates from the Supplier software or the Service Data while the Service Data was under the control of the Supplier, unless the Supplier can demonstrate that it was already present, not quarantined or identified by the Buyer when provided Buyer’s expense if the Malicious Software originates from the Buyer software or the Service Data, while the Service Data was under the Buyer’s control The Supplier will immediately notify the Buyer of any breach of security of ▇▇▇▇▇’s Confidential Information. Where the breach occurred because of a Supplier Default, the Supplier will recover the Buyer’s Confidential Information however it may be recorded. Any system development by the Supplier should also comply with the government’s ‘10 Steps to Cyber Security’ guidance: If a Buyer has requested in the Order Form that the Supplier has a Cyber Essentials certificate, the Supplier must provide the Buyer with a valid Cyber Essentials certificate (or equivalent) required for the Services before the Start date. Guarantee If this Call-Off Contract is conditional on receipt of a Guarantee that is acceptable to the Buyer, the Supplier must give the Buyer on or before the Start date: an executed Guarantee in the form at Schedule 5 a certified copy of the passed resolution or board minutes of the guarantor approving the execution of the Guarantee Ending the Call-Off Contract The Buyer can End this Call-Off Contract at any time by giving 30 days’ written notice to the Supplier, unless a shorter period is specified in the Order Form. The Supplier’s obligation to provide the Services will end on the date in the notice. The Parties agree that the: Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable considering the type of cloud Service being provided Call-Off Contract Charges paid during the notice period are reasonable compensation and cover all the Supplier’s avoidable costs or Losses Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under clause 18.1, it will indemnify the Supplier against any commitments, liabilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commits: a Supplier Default and if the Supplier Default cannot, in the reasonable opinion of the Buyer, be remedied any fraud A Party can End this Call-Off Contract at any time with immediate effect by written notice if: the other Party commits a Material Breach of any term of this Call-Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so an Insolvency Event of the other Party happens the other Party ceases or threatens to cease to carry on the whole or any material part of its business If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies. Consequences of suspension, ending and expiry If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the ordered G-Cloud Services until the dates set out in the notice. The rights and obligations of the Parties will cease on the Expiry Date or End Date whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. Ending or expiry of this Call-Off Contract will not affect: any rights, remedies or obligations accrued before its Ending or expiration the right of either Party to recover any amount outstanding at the time of Ending or expiry the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges)
Appears in 1 contract
Sources: Call Off Contract
Management System. After Buyer approval the Security Management Plan and Information Security Management System will apply during the Term of this Call-Off Contract. Both plans will comply with the Buyer’s security policy and protect all aspects and processes associated with the delivery of the Services. The Supplier will use all reasonable endeavours, software and the most up-to-date antivirus definitions available from an industry-accepted antivirus software seller to minimise the impact of Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Service Data, the Supplier will help the Buyer to mitigate any losses and restore the Services to operating efficiency as soon as possible. Responsibility for costs will be at the: Supplier’s expense if the Malicious Software originates from the Supplier software or the Service Data while the Service Data was under the control of the Supplier, unless the Supplier can demonstrate that it was already present, not quarantined or identified by the Buyer when provided Buyer’s expense if the Malicious Software originates from the Buyer software or the Service Data, while the Service Data was under the Buyer’s control The Supplier will immediately notify the Buyer of any breach of security of ▇▇▇▇▇’s Confidential Information. Where the breach occurred because of a Supplier Default, the Supplier will recover the Buyer’s Confidential Information however it may be recorded. Any system development by the Supplier should also comply with the government’s ‘10 Steps to Cyber Security’ guidance: If a Buyer has requested in the Order Form that the Supplier has a Cyber Essentials certificate, the Supplier must provide the Buyer with a valid Cyber Essentials certificate (or equivalent) required for the Services before the Start date. Guarantee If this Call-Off Contract is conditional on receipt of a Guarantee that is acceptable to the Buyer, the Supplier must give the Buyer on or before the Start date: an executed Guarantee in the form at Schedule 5 a certified copy of the passed resolution or board minutes of the guarantor approving the execution of the Guarantee Ending the Call-Off Contract The Buyer can End this Call-Off Contract at any time by giving 30 days’ written notice to the Supplier, unless a shorter period is specified in the Order Form. The Supplier’s obligation to provide the Services will end on the date in the notice. The Parties agree that the: Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable considering the type of cloud Service being provided Call-Off Contract Charges paid during the notice period are reasonable compensation and cover all the Supplier’s avoidable costs or Losses Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under clause 18.1, it will indemnify the Supplier against any commitments, liabilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commits: a Supplier Default and if the Supplier Default cannot, in the reasonable opinion of the Buyer, be remedied any fraud A Party can End this Call-Off Contract at any time with immediate effect by written notice if: the other Party commits a Material Breach of any term of this Call-Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so an Insolvency Event of the other Party happens the other Party ceases or threatens to cease to carry on the whole or any material part of its business If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies. Consequences of suspension, ending and expiry If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the ordered G-Cloud Services until the dates set out in the notice. The rights and obligations of the Parties will cease on the Expiry Date or End Date whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. Ending or expiry of this Call-Off Contract will not affect: any rights, remedies or obligations accrued before its Ending or expiration the right of either Party to recover any amount outstanding at the time of Ending or expiry the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges):
Appears in 1 contract
Sources: Call Off Contract
Management System. After Buyer approval the Security Management Plan and Information Security Management System will apply during the Term of this Call-Off Contract. Both plans will comply with the Buyer’s security policy and protect all aspects and processes associated with the delivery of the Services. The Supplier will use all reasonable endeavours, software and the most up-to-date antivirus definitions available from an industry-accepted antivirus software seller to minimise the impact of Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Service Data, the Supplier will help the Buyer to mitigate any losses and restore the Services to operating efficiency as soon as possible. Responsibility for costs will be at the: Supplier’s expense if the Malicious Software originates from the Supplier software or the Service Data while the Service Data was under the control of the Supplier, unless the Supplier can demonstrate that it was already present, not quarantined or identified by the Buyer when provided Buyer’s expense if the Malicious Software originates from the Buyer software or the Service Data, while the Service Data was under the Buyer’s control The Supplier will immediately notify the Buyer of any breach of security of ▇▇▇▇▇’s Confidential Information. Where the breach occurred because of a Supplier Default, the Supplier will recover the Buyer’s Confidential Information however it may be recorded. Any system development by the Supplier should also comply with the government’s ‘10 Steps to Cyber Security’ guidance: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇/guidance/10-steps-cyber-security If a Buyer has requested in the Order Form that the Supplier has a Cyber Essentials certificate, the Supplier must provide the Buyer with a valid Cyber Essentials certificate (or equivalent) required for the Services before the Start date. Guarantee If this Call-Off Contract is conditional on receipt of a Guarantee that is acceptable to the Buyer, the Supplier must give the Buyer on or before the Start date: an executed Guarantee in the form at Schedule 5 a certified copy of the passed resolution or board minutes of the guarantor approving the execution of the Guarantee Ending the Call-Off Contract The Buyer can End this Call-Off Contract at any time by giving 30 days’ written notice to the Supplier, unless a shorter period is specified in the Order Form. The Supplier’s obligation to provide the Services will end on the date in the notice. The Parties agree that the: Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable considering the type of cloud Service being provided Call-Off Contract Charges paid during the notice period are reasonable compensation and cover all the Supplier’s avoidable costs or Losses Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under clause 18.1, it will indemnify the Supplier against any commitments, liabilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commits: a Supplier Default and if the Supplier Default cannot, in the reasonable opinion of the Buyer, be remedied any fraud A Party can End this Call-Off Contract at any time with immediate effect by written notice if: the other Party commits a Material Breach of any term of this Call-Call- Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so an Insolvency Event of the other Party happens the other Party ceases or threatens to cease to carry on the whole or any material part of its business If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies. Consequences of suspension, ending and expiry If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the ordered G-Cloud Services until the dates set out in the notice. The rights and obligations of the Parties will cease on the Expiry Date or End Date whichever applies) of this Call-Off Contract, except those continuing provisions described in clause 19.4. Ending or expiry of this Call-Off Contract will not affect: any rights, remedies or obligations accrued before its Ending or expiration the right of either Party to recover any amount outstanding at the time of Ending or expiry the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges)
Appears in 1 contract
Sources: Call Off Contract
Management System. After Buyer approval the Security Management Plan and Information Security Management System will apply during the Term of this Call-Off Contract. Both plans will comply with the Buyer’s security policy pol- icy and protect all aspects and processes associated with the delivery of the Services. The Supplier will use all reasonable endeavours, software and the most up-up- to-date antivirus definitions available from an industry-accepted antivirus software seller to minimise the impact of Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption corrup- tion of Service Data, the Supplier will help the Buyer to mitigate any losses and restore the Services to operating efficiency as soon as possible. Responsibility for costs will be at the: Supplier’s expense if the Malicious Software originates from the Supplier software or the Service Data while the Service Data was under the control of the Supplier, unless the Supplier can demonstrate demon- strate that it was already present, not quarantined or identified by the Buyer when provided Buyer’s expense if the Malicious Software originates from the Buyer software or the Service Data, while the Service Data was under the Buyer’s control The Supplier will immediately notify the Buyer of any breach of security of ▇▇▇▇▇’s Confidential Information. Where the breach occurred because of a Supplier Default, the Supplier will recover the Buyer’s Confidential Information Infor- mation however it may be recorded. Any system development by the Supplier should also comply with the governmentgov- ernment’s ‘10 Steps to Cyber Security’ guidance: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇/guidance/10-steps-cyber-security If a Buyer has requested in the Order Form that the Supplier has a Cyber Essentials certificate, the Supplier must provide the Buyer with a valid Cyber Essentials certificate (or equivalent) required for the Services before the Start date. Guarantee If this Call-Off Contract is conditional on receipt of a Guarantee that is acceptable ac- ceptable to the Buyer, the Supplier must give the Buyer on or before the Start date: an executed Guarantee in the form at Schedule 5 a certified copy of the passed resolution or board minutes of the guarantor approving the execution of the Guarantee Ending the Call-Off Contract The Buyer can End this Call-Off Contract at any time by giving 30 days’ written writ- ten notice to the Supplier, unless a shorter period is specified in the Order Form. The SupplierSup- plier’s obligation to provide the Services will end on the date in the notice. The Parties agree that the: Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable rea- sonable considering the type of cloud Service being provided Call-Off Contract Charges paid during the notice period are reasonable reasona- ble compensation and cover all the Supplier’s avoidable costs or Losses Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under un- der clause 18.1, it will indemnify the Supplier against any commitments, liabilities lia- bilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commitscom- mits: a Supplier Default and if the Supplier Default cannot, in the reasonable reasona- ble opinion of the Buyer, be remedied any fraud A Party can End this Call-Off Contract at any time with immediate effect by written notice if: the other Party commits a Material Breach of any term of this Call-Call- Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so an Insolvency Event of the other Party happens the other Party ceases or threatens to cease to carry on the whole or any material part of its business If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies. Consequences of suspension, ending and expiry If a Buyer has the right to End a Call-Off Contract, it may elect to suspend this Call-Off Contract or any part of it. Even if a notice has been served to End this Call-Off Contract or any part of it, the Supplier must continue to provide the ordered G-Cloud Services until the dates set out in the notice. The rights and obligations of the Parties will cease on the Expiry Date or End Date whichever applies) of this Call-Off Contract, except those continuing continu- ing provisions described in clause 19.4. Ending or expiry of this Call-Off Contract will not affect: any rights, remedies or obligations accrued before its Ending or expiration ex- piration the right of either Party to recover any amount outstanding at the time of Ending or expiry the continuing rights, remedies or obligations of the Buyer or the Supplier under clauses 7 (Payment, VAT and Call-Off Contract charges)
Appears in 1 contract
Sources: Call Off Contract