Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. 15.1. The Supplier shall keep and maintain, until the later of: 15.1.1. seven (7) years after the date of termination or expiry of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire or terminate; 15.1.3. such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call Off Agreements entered into with Contracting Bodies, the Goods and/or Services provided pursuant to the Call Off Agreements, and the amounts paid by each Contracting Body under the Call Off Agreements. 15.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 in accordance with Good Industry Practice and Law. 15.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), and/or the Authority's representatives, and/or the National Audit Office and/or auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 be an "Auditor") access to the records and accounts referred to in Clause 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection, including for the following purposes: 15.4.1. to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub- Contractors); 15.4.2. to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 15.4.3. to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 15.4.4. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or 15.4.7. to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call Off Agreement. 15.5. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: 15.5.1. all information within the scope of the Audit requested by the Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;

RECORDS AND AUDIT ACCESS. 15.138.1. The Supplier shall keep and maintain, until the later of: 15.1.1. maintain for seven (7) years after the date of expiry or earlier termination or expiry (for whatever reason) of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire Contract (or terminate; 15.1.3. such other date as long a period as may be agreed between the Parties, ) full and accurate records and accounts (including but not limited to Open Book Data) of the operation of this Framework Agreement, Call Off Contract including the Call Off Agreements entered into with Contracting Bodies, the Goods and/or Services provided pursuant to the Call Off Agreementsunder it, any Sub-Contracts and the amounts paid by each Contracting Body under the Call Off AgreementsCustomer. 15.238.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 38.1 above in accordance with Good Industry Practice and Law. 15.338.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), Customer and/or the Authority's representatives, Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 38 be an "“Auditor"”) access to the records and accounts referred to in Clause 15.1 38.1 at the Supplier's ’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required and agreed with by any of the Auditors from time to timetime during the Call Off Contract Period and the period specified in Clause 38.1, in order that the Auditor Auditor(s) may carry out an inspection, inspection including for the following purposes: 15.4.138.3.1. to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Framework AgreementCall Off Contract), and/or ; 38.3.2. to verify the accuracy of the Rebate; 38.3.3. to verify the costs of the Supplier (including the costs of all Sub- Contractors), Merchants and any other third party suppliers) in connection with the provision of the Services; 15.4.238.3.4. to verify the Open Book Data; 38.3.5. to review the integrity, confidentiality and security of the Personal Customer Data held or used by the Supplier; 15.4.338.3.6. to review the Supplier's ’s and each Sub-Contractor’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other applicable Laws; 15.4.438.3.7. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money)) and Clause 17 (Continuous Improvement) of this Call Off Contract; 15.4.538.3.8. to review the Supplier's compliance with its security obligationsobligations set out in Clause 28 (Security and Protection of Information); 15.4.638.3.9. to review any books of accounts account kept by the Supplier in connection with the provision of the Goods and/or Services; 38.3.10. to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; 38.3.11. to review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; 38.3.12. to review the Supplier’s compliance with the Standards; 38.3.13. verify the accuracy and completeness of any information delivered or required by this Call Off Contract including but not limited to Contracting Body Management Information; 38.3.14. to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or 15.4.738.3.15. to ensure that the Supplier is complying with its any other obligations under this Framework Agreement and any Call Off AgreementContract. 15.5. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: 15.5.1. all information within the scope of the Audit requested by the Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;

RECORDS AND AUDIT ACCESS. 15.1. The Supplier shall keep and maintain, until the later of: 15.1.1. seven (7) years after the date of termination or expiry of this Framework Agreement; 15.1.2. seven (7) years after the date of termination or expiry of the last Call Off Agreement to expire or terminate; 15.1.3. such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call Off Agreements entered into with Contracting Bodies, the Goods and/or Services provided pursuant to the Call Off Agreements, and the amounts paid by each Contracting Body under the Call Off Agreements. 15.2. The Supplier shall keep the records and accounts referred to in Clause 15.1 in accordance with Good Industry Practice and Law. 15.3. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), and/or the Authority's representatives, and/or the National Audit Office and/or auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 be an "Auditor") access to the records and accounts referred to in Clause 15.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection, including for the following purposes: 15.4.1. to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub- Sub-Contractors); 15.4.2. to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 15.4.3. to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 15.4.4. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or 15.4.7. to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call Off Agreement. 15.5. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: 15.5.1. all information within the scope of the Audit requested by the Auditor; 15.5.2. reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or Services; and 15.5.3. access to the Staff. 15.6. If an Audit reveals that: 15.6.1. the Supplier has committed a material Default;

RECORDS AND AUDIT ACCESS. 15.1‌ 33.1. The Supplier MSP, Consultant/Professional or Consultancy Organisation shall keep and maintain, maintain until the later of: 15.1.1. seven six (76) years Years after the date of termination or expiry of this Framework Agreement; 15.1.2. seven (7whichever is the earlier) years after the date of termination or expiry of the last Call Off Agreement to expire Contract (or terminate; 15.1.3. such other date as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreementthe Contract including, including the Call Services supplied under it, the Call- Off Agreements Contracts entered into with Contracting Bodies, the Goods and/or Services provided pursuant to the Call Off Agreements, YPO and each individual customer and the amounts paid by each Contracting Body under the Call Off AgreementsAuthority. 15.233.2. The Supplier MSP, Consultant/Professional or Consultancy Organisation shall keep the records and accounts referred to in Clause 15.1 33.1 above in accordance with Good Industry Practice and Lawgood accountancy practice. 15.333.3. The Supplier MSP shall on request provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), and/or the Authority's representatives, and/or the National Audit Office and/or auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 be an "Auditor") access to the such records and accounts referred to in Clause 15.1 at the Supplier's premises and/or provide (together with copies of such records the MSP's published accounts) during the Contract Period and accountsfor a period of six (6) Years after the expiry of the Contract Period to the Customer, the Customer’s representatives and/or the Auditor as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection, including for the following purposes:. 15.4.133.4. to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub- Contractors); 15.4.2. to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 15.4.3. to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 15.4.4. to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books of accounts kept by the Supplier in connection with the provision of the Goods and/or Services; and/or 15.4.7. The Customer shall use reasonable endeavours to ensure that each Audit does not unreasonably disrupt the Supplier MSP, Consultant/Professional or Consultancy Organisation or delay the provision or supply of Services save insofar as the MSP accepts and acknowledges that control over the conduct of Audits carried out by the Auditor is complying with its obligations under this Framework Agreement and any Call Off Agreementoutside of the control of the Customer. 15.533.5. Subject to the AuthorityCustomer's obligations rights of confidentialityConfidential Information, the Supplier MSP, Consultant/Professional or Consultancy Organisation shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing:including: - 15.5.133.5.1. all information requested by the Customer within the scope of the Audit requested by the AuditorAudit; 15.5.233.5.2. reasonable access to any sites controlled by the Supplier MSP and to equipment Equipment used in the provision of the Goods and/or Services; and 15.5.333.5.3. access to the Staff. 15.633.6. If an The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 33, unless the Audit reveals that: 15.6.1. a Material Default by the Supplier has committed a material Default;MSP, Consultant/Professional or Consultancy Organisation in which case the MSP shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. 15.1. 16.1 The Supplier shall keep and maintain, until the later of: 15.1.1. 16.1.1 seven (7) years after the date of termination or expiry of this Framework Agreement;; or 15.1.2. 16.1.2 seven (7) years after the date of termination or expiry of the last Call Call-Off Agreement Contract to expire or terminate;; or 15.1.3. 16.1.3 such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call Call-Off Agreements Contracts entered into with the Contracting BodiesAuthorities, the Goods and/or Services provided pursuant to the Call Call-Off AgreementsContracts, and the amounts paid by each Contracting Body Authority under the Call Call-Off AgreementsContracts and those supporting tests and evidence that underpin the provision of the Audit Report. 15.2. 16.2 The Supplier shall keep the records and accounts referred to in Clause 15.1 clause 16.1 in accordance with Good Industry Practice and Lawall applicable laws and regulatory requirements. 15.3. 16.3 The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Framework Year of this Framework Agreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. 15.4. The Supplier shall, during the period referred to in Clause 15.1, afford the Authority (or Other Contracting Body who is a party to a Call Off Agreement), and/or the Authority's representatives, and/or the National Audit Office and/or auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 15 be an "Auditor") any Auditor access to the records and accounts referred to in Clause 15.1 clause 16.1 at the Supplier's premises and/or provide copies of such records and accountsaccounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspectioninspection to assess compliance by the Supplier and/or its subcontractors of any of the Supplier’s obligations under this Framework Agreement, including for the following purposespurposes to: 15.4.1. to 16.3.1 verify the accuracy of the Charges and any other amounts payable by a Contracting Authority under a Call-Off Contract (and including proposed or actual variations to them in accordance with this Framework Agreement), and/or ; 16.3.2 verify the costs of the Supplier (including Sub- Contractors)the costs of all subcontractors and any third party suppliers) in connection with the provision of the Goods; 15.4.2. 16.3.3 verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; 16.3.4 identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Framework Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; 16.3.5 obtain such information as is necessary to fulfil the Framework Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the comptroller and auditor general; 16.3.6 review any books of account and the internal contract management accounts kept by the Supplier in connection with this Framework Agreement; 16.3.7 carry out the Framework Authority’s internal and statutory audits and to prepare, examine and/or certify the Framework Authority's annual and interim reports and accounts; 16.3.8 enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Framework Authority has used its resources; 16.3.9 review any records relating to the Supplier’s performance of the Goods and to verify that these reflect the Supplier’s own internal reports and records; 16.3.10 review the integrity, confidentiality and security of the Framework Authority's Personal Data held or used by Data; and/or 16.3.11 receive from the Supplier on request summaries of all central government public sector expenditure placed with the Supplier including through routes outside the Framework in order to verify that the Supplier; 15.4.3. to review the Supplier's compliance ’s practice is consistent with the Data Protection Legislation in accordance with this Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. 16.4 The Framework Agreement and any other Laws; 15.4.4. Authority shall use reasonable endeavours to review ensure that the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7 (Value for Money); 15.4.5. to review the Supplier's compliance with its security obligations; 15.4.6. to review any books conduct of accounts kept by each Audit does not unreasonably disrupt the Supplier in connection with or delay the provision of the Goods and/or Services; and/or 15.4.7. pursuant to ensure that the Call-Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is complying with its obligations under this outside of the control of the Framework Agreement and any Call Off AgreementAuthority. 15.5. 16.5 Subject to the Framework Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: 15.5.1. 16.5.1 all information within the scope of the Audit requested by the Auditor; 15.5.2. 16.5.2 reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and/or ServicesGoods; and 15.5.3. 16.5.3 access to the StaffSupplier's personnel. 15.6. 16.6 If an Audit reveals that: 15.6.1. that a Contracting Authority has overpaid any Charges due in respect of any one Call-Off Contract Year then, without prejudice to the Framework Authority’s other rights under this Framework Agreement, the Supplier has committed shall reimburse the Framework Authority such overpaid Charges and its reasonable costs incurred in relation to the Audit. 16.7 If an Audit reveals that a material Default;Default has been committed by the Supplier, the Framework Authority shall be entitled to terminate this Framework Agreement. 16.8 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, save as specified in clause 16.6.