31.4  Acceptance/Refusal of Offer

Where any such offer as referred to in clause 31.3:

(a)  is accepted, the Authority shall indemnify and keep indemnified in full the Service Provider on the same terms and conditions as those set out in clause 31.18 as if there had been a Relevant Transfer in respect of each and every Authority Existing Employee who has accepted any such offer and the provisions of clauses 31.7 to 31.14 (inclusive) shall apply in the event of any resulting increase of decrease in the Remuneration Costs and Reorganisation Costs;

(b)  is not accepted, the Service Provider shall act, and shall procure that each relevant sub-contractor shall act, in all respects as if TUPE had applied to each and every Authority Existing Employee who has accepted any such offer and shall comply with clause 33 (Pension Matters) in respect of each and every such employee who was immediately before the Service Commencement Date an Authority Existing Employee.  For the avoidance of doubt, where any such offer as referred to in clause 31.3 is not accepted and TUPE does not apply, the Authority Existing Employee shall remain an employee of the Authority.