TUPE Clause Samples

TUPE. 5.1. The Supplier shall indemnify AHDB for itself and any future provider of services to AHDB against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier shall not: (a) at any time during the Contract, including any extension, move any staff into the undertaking or relevant part of the undertaking, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the Contract; or (b) make any substantial change in the terms and conditions of employment of any staff engaged in supplying the Goods and Services that is inconsistent with the Supplier’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.2, AHDB shall have the right: (a) to make representations to the Supplier against the change or proposed change; (b) to give notice to the Supplier in accordance with Condition 7 requiring it to remedy the breach within 30 days; and (c) if the Supplier has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract in accordance with Condition 14.4. 5.2.2. If, after due consultation with the Supplier, AHDB reasonably requires and gives the Supplier notice in accordance with Condition 7 that any person is to be removed from involvement in the supply of the Goods and Services, the Supplier shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the Contract, the Supplier shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, includin...

TUPE. 27.1 The Supplier recognises that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) may apply in respect of the Contract, and that for the purposes of those Regulations, the undertaking concerned (or any relevant part of the undertaking) shall (a) transfer to the Supplier on the commencement of the Contract; (b) transfer to another supplier on the expiry of the Contract. 27.2 During the period of six months preceding the expiry of the Contract or after the Purchaser has given notice to terminate the Contract or the Supplier stops trading, and within 20 working days of being so requested by the Purchaser, the Supplier shall fully and accurately disclose to the Purchaser or to any person nominated by the Purchaser information relating to employees engaged in providing the Services in relation to the Contract in particular, but not necessarily restricted to, the following: (a) the total number of personnel whose employment with the Supplier is liable to be terminated at the expiry of this Contract but for any operation of law; and (b) for each person, age and gender, details of their salary, date of commencement of continuous employment and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of staff do not have to be given); and (c) information about the other terms and conditions on which the affected staff are employed, or about where that information can be found; and (d) details of pensions entitlements, if any. 27.3 The Supplier shall permit the Purchaser to use the information for the purposes of TUPE and of re-tendering, which shall include such disclosure to potential suppliers as the Purchaser considers appropriate in connection with any re-tendering. The Supplier will co- operate with the re-tendering of the contract by allowing the transferee to communicate with and meet the affected employees and/or their representatives. 27.4 The Supplier agrees to indemnify the Purchaser fully and to hold it harmless at all times from and against all actions, proceedings, claims, expenses, awards, costs and all other liabilities whatsoever in any way connected with or arising from or relating to the provision or disclosure of information permitted under this Condition. 27.5 In the event that the information provided by the Supplier in accordance with this Condition becomes inaccurate, whether due to changes to the emp...

TUPE. 33.1 The parties acknowledge that TUPE is not intended to apply to the commencement of the Services (or any Services) by the Supplier. 33.2 Notwithstanding Clause 33.1, if there is deemed or alleged to be a relevant transfer for the purposes of TUPE upon the commencement of the Services (or any Services) under the Agreement (whether from the Company or a Group Company or a previous supplier as the case may be) such that the employment or engagement or any liability regarding the employment or engagement of any person is found or alleged to transfer to the Supplier or any Related Service Provider or Subcontractor: a) The Supplier will notify the Company of the transfer or alleged transfer and thereafter may terminate, give notice to terminate or procure the termination of the employment or engagement of such person at any time within 28 days of becoming aware of the transfer or alleged transfer; b) The Company shall indemnify and keep the Supplier (for itself and on behalf of any relevant Related Service Provider or Subcontractor) indemnified for and against all and any Losses and Employment Costs suffered or incurred by the Supplier (directly or through an indemnity given to a Subcontractor or Related Service Provider), Related Service Provider or Subcontractor arising out of or in connection with: (i) the employment or engagement and/or termination of employment or engagement of such person in respect of any period prior to the date of the actual or alleged transfer; (ii) any failure by the Company or previous supplier to comply with its obligations under Regulation 13, 14 or otherwise of TUPE; (iii) the termination of such person’s employment or engagement in accordance with Clause 33.2 a); and (iv) the Employment Costs in relation to such person in respect of the period from the date of such actual or alleged transfer to the date of termination of such person’s employment or engagement in accordance with Clause

TUPE. 14.1 The CLIENT and the SERVICE PROVIDER agree that the commencement of the provision of the Services by the SERVICE PROVIDER under this contract will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the CLIENT. In the circumstances, the CLIENT and the SERVICE PROVIDER agree that no employees of the CLIENT will transfer to the SERVICE PROVIDER by virtue of the operation of TUPE or the Acquired Rights Directive. 14.2 If any employee of the CLIENT claims or it is determined that his contract of employment has been transferred from the CLIENT to the SERVICE PROVIDER pursuant to TUPE or the Acquired Rights Directive then: 14.2.1 The SERVICE PROVIDER will, within 7 (seven) days of becoming aware of that fact, give notice in writing to the CLIENT. 14.2.2 The CLIENT may offer employment to such person within 21 (twenty one) days of the notification by the SERVICE PROVIDER or take such other steps as it considers appropriate to deal with the matter. 14.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the CLIENT), the SERVICE PROVIDER shall immediately release the person from his employment. 14.2.4 If after the 21 day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the SERVICE PROVIDER may within 7 (seven) days give notice to terminate the employment of such person. 14.2.5 Subject to Clause 14.3 and subject to the SERVICE PROVIDER acting in this way or in such other way as may be agreed between the CLIENT and the SERVICE PROVIDER, the CLIENT will indemnify the SERVICE PROVIDER against all Employee Liabilities arising out of such termination. 14.2.6 If such person is neither re-employed by the CLIENT nor dismissed by the SERVICE PROVIDER within the time scales set out in Clause 14.2 such person will be treated as having transferred to the SERVICE PROVIDER by virtue of the operation of TUPE and the SERVICE PROVIDER shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. 14.3 The indemnity in Clause 14.2.5 shall only apply where the notification referred to in Clause 14.2.1 is made by the SERVICE PROVIDER to the CLIENT within 6 calendar months of the Service Commencement Date.

TUPE. 17.1 The Customer and Capita agree that it is not their intention that on the commencement, termination or expiry of this Agreement any transfer of an undertaking further to the Transfer of Undertakings (Protection of Employment) Regulations 1981 (‘TUPE’) arises. In the event that any of the matters referred to in this Agreement do constitute a transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE Regulations’) in respect of any employee either of the Customer, Capita or the previous service provider then Capita and the Customer agree to comply in full with their respective obligations in law, including under the Transfer of Undertakings (Protection of Employment) Regulations 2006.

TUPE. 7.1 No later than 6 Months prior to the end of the Term the Contractor shall fully and accurately disclose to the DFE, within 30 days of the request, all information that the DFE may reasonably request in relation to the Staff including the following: 7.1.1 the total number of Staff whose employment/engagement shall terminate at the end of the Term; 7.1.2 the age, gender, salary or other remuneration, future pay settlements and redundancy and pensions entitlement of the Staff referred to in clause 7.1.1; 7.1.3 the terms and conditions of employment/engagement of the Staff referred to in clause 7.1.1, their job titles and qualifications; 7.1.4 details of any current disciplinary or grievance proceedings ongoing or circumstances likely to give rise to such proceedings and details of any claims current or threatened; and 7.1.5 details of all collective agreements with a brief summary of the current state of negotiations with any such bodies and with details of any current industrial disputes and claims for recognition by any trade union (together the “TUPE Information”). 7.2 At intervals determined by the DFE (which shall not be more frequent than once every 30 days) the Contractor shall give the DFE updated TUPE Information. 7.3 Each time the Contractor supplies TUPE Information to the DFE it shall warrant its completeness and accuracy and the DFE may assign the benefit of this warranty to any Replacement Contractor. 7.4 The DFE may use TUPE Information for the purposes of any retendering process. 7.5 If TUPE applies to the transfer of the Services on termination of the Contract, the Contractor shall indemnify and keep indemnified the DFE, the Crown and any Replacement Contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which they may suffer or incur as a result of or in connection with: 7.5.1 the provision of TUPE Information; 7.5.2 any claim or demand by any Returning Employee (whether in contract, tort, under statute, pursuant to EU law or otherwise) in each case arising directly or indirectly from any act, fault or omission of the Contractor or any Sub-Contractor in respect of any Returning Employee on or before the end of the Term; 7.5.3 any failure by the Contractor or any Sub-Contractor to comply with its obligations under regulations 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE save where such failure arises from the failure of the DFE or a Replacement...

TUPE. 28.1 The Supplier acknowledges that the Company has made no assurance about the effect of TUPE and has formed its own view on whether TUPE applies before submitting its Tender Submission for the Services. The Supplier agrees that the Contract Price shall not be varied on the grounds that TUPE does or does not apply, irrespective of the belief of the Company or the Supplier prior to the execution of this Agreement. 28.2 The Supplier shall provide pension rights to Transferring Employees that are the same as or are broadly comparable to or better than those the Transferring Employees had prior to any transfer affected by the award of this Agreement. The Supplier, if applicable, shall consider seeking admitted body status with the Local Government Pension Scheme for those Transferring Employees that are members of such a scheme. Where applicable, the Supplier shall also comply with the Statement of Practice on Staff Transfers in the Public Sector (2000) and the Best Value Authorities Staff Transfers (Pensions) Direction 2007.

TUPE. 20.1. If the special conditions state “There are no employees to which TUPE applies”, this is a warranty by the seller to this effect. 20.2. If the special conditions do not state “There are no employees to which 20.2.1. The seller must notify the buyer of those employees whose contracts of employment will transfer to the buyer on completion (the “Transferring Employees”). This notification must be given to the buyer not less than 14 days before completion. 20.2.2. The buyer confirms that it will comply with its obligations under TUPE and any special conditions in respect of the Transferring Employees. 20.2.3. The buyer and the seller acknowledge that pursuant and subject to TUPE, the contracts of employment between the Transferring Employees and the seller will transfer to the buyer on completion. 20.2.4. The buyer is to keep the seller indemnified against all liability for the Transferring Employees after completion.

TUPE. The Transfer of Undertakings (Protection of Employment) Regulations 2006. The property will be sold with vacant possession on completion. Value Added Tax or other tax of a similar nature. An option to tax. We (and us and our) The auctioneers. You (and your) Someone who has a copy of the catalogue or who attends or bids at the auction, whether or not a buyer.