2. 1  This platform agreement governs the overall relationship of the parties in relation to the Services provided by the Relevant Supplier to the Client and Client Affiliates.

2.2 A request for The Client and Client Affiliates can order Services from the Supplier can be made under a separate Service order or Call-off Contract.

2.3 Each Call-off Contract: shall be entered into by the Client or a Client Affiliate and the Relevant Supplier; and

forms a separate contract between its signatories.

2.4 The Client Party shall:

• a) co-operate with the Supplier in all matters relating to the Services and appoint the Client Party’s Manager in relation to this Call-off Contract, who shall have the authority contractually to bind the Client on matters relating to the Services;
• b) provide such access to the Client Party’s premises and data, and such office accommodation and other facilities as may reasonably be requested by the Supplier and agreed with the Client Party in writing in advance, for the purposes of the Services;
• c) provide such information as the Supplier may reasonably request and the Client Party considers reasonably necessary, in order to carry out the Services in a timely manner; and
• d) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client Party’s premises.

2.5  If the Supplier’s performance of its obligations under this Call-off Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

2.6 The Supplier shall supply the Services in accordance with this Call-off Contract.

2.7  The Supplier shall provide the Services from the date this Call-off Contract comes into force in accordance with the terms herein.

2.8 The Supplier shall use all reasonable endeavours to meet any performance dates specified in this Call-off Contract, always provided that if no performance dates are so specified the Supplier shall perform the Services within a reasonable time.

2.9 The Supplier shall appoint the Supplier Manager in respect of the Services, who shall have authority under this Call-off Contract contractually to bind the Supplier on all matters relating to the Services. The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier Manager throughout the term of this

2.10 In supplying the Services, the Supplier shall:

• a) perform the Services with the level of care, skill and diligence in accordance with good practice in the Supplier’s industry, profession or trade;
• b) co-operate with the Client Party in all matters relating to the Services, and comply with all reasonable instructions of the Client Party;
• c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that it fulfils its obligations under this Call-off Contract;
• d) ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require, and which are necessary to enable it to comply with its obligations in this Call-off Contract;
• e) ensure that the Services and Deliverables will conform with all descriptions and specifications set out herein and in any Call-off Contract and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Client Party;
• f) provide all equipment, tools, vehicles and other items required to provide the Services;
• g) ensure that the Deliverables paid for by the Client party (only where under the terms of a Call-Off or otherwise), and all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design;
• h) comply with all applicable laws, statutes, regulations and the Mandatory Policies;
• i) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client Party’s premises;
• j) notify the Client Party in writing immediately upon the occurrence of a change of control of the Supplier.