70.5  Refusal of Consent

The Authority shall be entitled to refuse to give consent pursuant to clause 70.2 where, in the Authority's reasonable opinion:

(a)  the replacement sub-contract does not include provisions acceptable to the Authority (acting reasonably) in respect of the assignment of the replacement sub-contract.  Provided that reasonable provisions allowing an assignment for the purposes of a bona fide internal restructuring within the proposed replacement sub-contractor's group of companies shall be deemed to be acceptable to the Authority where the assignee remains within the proposed replacement sub-contractor's group of companies and that if it ceases to be such a group company there are appropriate obligations requiring the assignee to assign the sub-contract to a company within the proposed replacement sub-contractor's group of companies;

(b)  the replacement sub-contract contains terms materially less advantageous to the Authority than the relevant Sub-Contract;

(c)  the proposed replacement sub-contractor does not have the competence, technical ability or sufficient financial standing to satisfactorily carry out the Service proposing to be sub-let or sub-contracted to it;

(d)  the proposed replacement sub-contractor will not fully and properly perform all the duties, obligations or responsibilities of the Service Provider to be sub-contracted to it;

(e)  the proposed replacement sub-contractor is not (so far as applicable to the proposed replacement sub-contractor's obligations under the replacement sub-contract) subject to provisions equivalent to those set out in the Payment Mechanism;

(f)  the proposed replacement sub-contractor is not being engaged in accordance with terms and conditions which are consistent with Good Industry Practice; or

(g)  the proposed replacement sub-contractor does not have the legal capacity, power or authority to become a party to the replacement sub-contract.