15.1 The Client acknowledges that it is the shared understanding of the parties that the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (as amended from time to time) (“TUPE”) will not apply upon either:
15.1.1 the commencement of Contract or the commencement of provision of the Services; or
15.1.2 the expiry or termination of the Contract, whether in whole or in part or the commencement of provision of replacement services by the Client or a replacement supplier.
15.2 If, despite Condition 15.1, the contract of employment or engagement of, or any other liability in relation to, any member of the Client’s personnel transfers or is alleged to transfer to the Company (or any of its sub-contractors) pursuant to TUPE as a consequence of the commencement of the Contract or the commencement of provision of the Services (or any part of them), the Client will indemnify the Company (which indemnity is held by the Company both for its own behalf and as trustee for and on behalf of each of the Company’s sub-contractors) against the Recoverable Liabilities, in each case arising out of or in connection with:
15.2.1 any claim for a failure to properly inform and consult under TUPE in relation to any of the Client’s personnel; and
15.2.2 the employment or engagement and/or the termination of employment or engagement of any of the Client’s personnel (including notice pay, any payment in respect of accrued holidays and any statutory and/or contractual redundancy payments) provided that this indemnity will not apply in respect of any Recoverable Liability arising from the Company’s discriminatory acts or omissions.