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General terms and conditions
of Contract Framework
Services
These conditions may only be varied with the written agreement of the Authority. No terms
or conditions put forward at any time by the Contractor shall form any part of the contract.
1.
Definitions and interpretation
1.1.
In this Contract unless there shall be something in the subject or context inconsistent
therewith, the following words and expressions shall have the meanings hereinafter
mentioned:
‘Applicable rates’ shall mean the rates set out in Schedule 1 of this Contract.
b)
‘Assignment’ shall mean a specific piece of work to provide Services under a Calloff contract.
c)
'Authority' shall mean The Pensions Regulator of Napier House, Trafalgar Place,
Brighton BN1 4DW and shall include the Authority's legal personal representatives,
successors and permitted assigns.
d)
‘Call-off contract’ shall mean the contract that is formed under this Contract when
the Contractor confirms a Service order in accordance with the ordering procedure
set out in Schedule 2.
e)
‘Charges’ shall mean the charges exclusive of Value Added Tax (VAT) payable to
the Contractor by the Authority under a Call-off contract for the full and proper
performance by the Contractor of the Services including without limitation all
authorisations and licenses.
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a)
f)
‘Commencement date’ shall mean the……………....day of……….…..20……..
g)
'Contract' shall mean this contract between the Authority and the Contractor
including all documents identified and specified to which reference may properly be
made in order to ascertain the rights and obligations of the parties.
h)
‘Contractor IPR’ shall mean any Intellectual property rights created after the
Commencement date by the Contractor, its contractors, agents and employees in
connection with the Services which are specifically identified in a Service order as
Intellectual property rights which will vest in the Contractor and or its licensors.
i)
‘Contract period’ shall mean the period commencing on the Commencement date
and unless terminated in accordance with the terms of this Contract or otherwise
lawfully terminated shall terminate at the end of the Initial term, or if the Authority
elects to extend beyond the Initial term, at the end of the Extension period.
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Services
‘Commercially sensitive information’ shall mean any information (i) listed in the
Commercially Sensitive Information Schedule; or, (ii) notified to the Authority in
writing (prior to the commencement of this Agreement) which has been clearly
marked as Commercially Sensitive Information: (a) which is provided by the
Contractor to the Authority in confidence for the period set out in that Schedule or
notification; and/or (b) which constitutes a trade secret.
k)
‘Confidential information’ shall mean any information, however it is conveyed,
received by either party from the other that relates to the business, affairs,
developments, trade secrets, Know-how, personnel and suppliers of either party,
including Intellectual property rights, Deliverables and any other documents
delivered or contributed to by the Contractor in the course of providing the Services
together with all information derived from the above, and any other information
clearly designated as being confidential (whether or not it is marked as ‘confidential’)
or which ought to reasonably be considered to be confidential.
l)
‘Crown’ shall mean Parliament, government ministers and its servants, central
government departments, other government bodies including non-departmental
public bodies, office holders, commissioners and regulators.
m)
‘Deliverable(s)’ shall mean any document, plan, report, review, supporting
information, background information, statistics, analysis, presentations and/or
evidence relating to that Deliverable or any other materials to be provided by or on
behalf of the Contractor in the course of providing the Services;
n)
‘Environmental information regulations’ shall mean the Environmental
Information Regulations 2004 together with any guidance and/or codes of practice
issued by the Information Commissioner or relevant government department in
relation to such regulations
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j)
o)
‘Extension period‘ shall mean the period for which the Authority extends the term
of the Contract beyond the Initial term in accordance with Clause 3.
p)
‘FoIA’ means the Freedom of Information Act 2000 and any subordinate legislation
made under this Act from time to time together with any guidance and/or codes of
practise issued by the Information Commissioner or relevant government
department in relation to such legislation.
q)
‘Force Majeure’ means any event or occurrence which is outside the reasonable
control of the party concerned and which is not attributable to any act or failure to
take preventative action by that party, including act of God, fire, flood, violent storm,
war, revolution or acts of terrorism, but excluding:
•
strikes, lock outs or other industrial action whether of the affected party’s own
employees or others; or
•
the failure by any Sub-contractor or agent to perform its obligations under any
sub-contract or contract; or
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Services
•
the failure of supplies of power or other goods and services;
‘Framework’ shall mean the framework arrangements established by the Authority
for the provision of ……………………… by Framework suppliers resulting from
advertisement ……………… issued in the Official Journal of the European Union.
s)
Framework supplier’ shall mean a Supplier appointed as a Service provider under
a Contract on the same or similar terms to this Contract as part of the Framework.
t)
‘Information’ shall have the meaning given under Section 84 of the FoIA.
u)
‘Initial term’ shall mean the period of two (2) years commencing on the
Commencement date;
v)
‘Intellectual property rights’ shall mean patents, inventions, trade marks, service
marks, logos, design rights (whether registerable or otherwise), applications for any
of the foregoing, copyright, database rights, domain names and website addresses,
trade or business names, rights in Know-how and Confidential information, moral
rights and other similar rights or obligations whether registerable or not in any
country (including but not limited to the United Kingdom) and the right to sue for
passing off;
w)
‘Key personnel’ shall mean those persons designated in the Call-off contract as
being Key personnel.
x)
‘Know-how’ shall mean all ideas, concepts, schemes, information, knowledge,
techniques, methodologies, processes, models, designs, and anything else in the
nature of Know-how excluding any Intellectual property rights.
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r)
y)
‘Law’ means any applicable Act of Parliament, subordinate legislation within the
meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal
prerogative, enforceable community right within the meaning of Section 2 of the
European Communities Act 1972, regulatory policy, guidance or industry code,
judgment of a relevant court of law, or directives or requirements of any regulatory
body (which, in respect of the latter, the parties are bound to comply with);
z)
‘Lot’ shall mean one of the lots within the Framework, being:
lot 1: ……………………., or
lot 2: ……………………., or
lot 3: ……………………., or
aa)
‘Mini-tender’ shall mean a further competition under the Framework to award an
Assignment involving Framework suppliers from the relevant Lot(s).
bb)
‘Mini-tender invitation’ shall mean the invitation to participate in a Mini-tender
issued to relevant Framework suppliers.
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Services
Mini-tender response’ shall mean the Contractor’s response to a Mini-tender
invitation.
dd)
‘Pre-existing IPR’ shall mean Intellectual property rights including any Intellectual
property rights which are proprietary to any third party in existence prior to the
Commencement date.
ee)
‘Premises’ shall unless otherwise specified mean Napier House, Trafalgar Place,
Brighton, BN1 4DW.
ff)
‘Request for information’ shall have the meaning set out in Section 84 of the FoIA.
gg)
‘Replacement contractor’ shall mean any third party service provider appointed by
the Authority to supply any services which are substantially similar to or the same as
any of the Services.
hh)
‘Services’ shall mean all Services including any Deliverables, goods, materials or
articles which the Contractor is required to provide under any Call-off contract as
described in the Service specification.
ii)
‘Service order’ shall mean an order served by the Authority on the Contractor, in
accordance with the ordering procedure specified in Clause 61, which includes the
Service specification and any Special terms.
jj)
‘Service specification’ means the formal description in objective and measurable
terms of the services required in relation to an Assignment as set out in Mini-tender
invitations, Service orders and incorporated into Call-off contracts.
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cc)
kk)
‘Source code’ means computer programs and/or data in eye-readable form and in
such form that it can be compiled or interpreted into equivalent binary code together
with all technical information and documentation necessary for the use,
reproduction, modification and enhancement of such software;
ll)
‘Special terms’ shall mean any term specified in a Call-off contract which is
additional to or which amends the terms of the Contract in relation to an
Assignment.
mm) ‘Sub-contractor’ shall mean any Sub-contractor, supplier, service provider,
consultant agent, servant and the like engaged by the Contractor to provide
Services or part thereof.
nn)
‘Tender‘ shall mean the tender submitted by the Contractor in response to the
Authority’s invitation to tender dated …………… issued in connection with the
Framework.
oo)
‘Working day’ shall mean a day (other than a Saturday or Sunday) on which banks
are open for general business in the City of London.
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Services
Interpretation:
Unless the context otherwise requires, the singular includes the plural and vice
versa.
b)
Headings and use of bold type face shall be ignored.
c)
References to any enactment shall include references to such enactment as it may,
after the date of this Contract, from time to time be amended, supplemented or reenacted.
d)
A reference to a clause, sub-clause, paragraph or sub-paragraph is, unless
indicated to the contrary, a reference to a clause, sub-clause, paragraph or subparagraph of this Contract.
e)
References to the word ‘include’ or ‘including’ are to be construed without limitation.
f)
Any reference to the singular includes the plural where appropriate, and any
reference to the masculine gender includes the feminine and neuter genders where
appropriate.
g)
Any reference to the Contract shall be construed as including reference to Call-off
contracts unless stated otherwise and/or unless the context requires otherwise.
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1.2.
Commencement and duration
2.1.
The Contract will take effect on the Commencement date and shall expire at the end of the
Contract period.
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2.
2.2.
A Call-off contract will take effect on confirmation of a Service order by the Contractor in
accordance with the ordering procedure set out in Schedule 2.
2.3.
Each Call-off contract shall incorporate and consist of:
a)
the relevant Service order;
b)
the provisions of this Contract;
c)
any relevant Special terms; and
d)
any relevant Service specification.
3.
Possible extension of contract period
3.1.
Subject to satisfactory performance by the Contractor during the Contract period, the
Authority may wish to extend the Contract for periods up to but not exceeding two (2)
years after the Initial term. The Contractor will be approached before the end of the Initial
term if the Authority wishes so to do. The agreed terms and conditions will apply
throughout any Extension period.
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Services
Payment
4.1.
Payment of the Charges shall be made by the Authority within thirty (30) days of the
receipt by the Authority of a valid invoice, which the Contractor was entitled to submit.
Payment will only be made in respect of Services which have been completed in
accordance with this Contract and the relevant Call-off contract and accepted by the
Authority (acceptance not to be unreasonably withheld or delayed). Payment for any goods
will only be made where such goods have been delivered to the Authority in accordance
with this Contract and the relevant Call-off contract and accepted by the Authority. In the
event that the Authority disputes any part of an invoice, the Authority shall pay the
undisputed amount inclusive of VAT. Both parties shall make every effort to resolve any
such disputes and to pay the balance as soon as is practicably possible.
4.2.
Payment terms shall be as specified in Call-off contracts, or where not specified the
Contractor shall be entitled to submit invoices for provision of Services monthly in arrears.
The Contractor has an obligation to submit clearly labelled invoices with the relevant
purchase order reference, other relevant information and clearly addressed to the Finance
team to aid the invoice matching and payment process. Failure to do so may result in late
payment for which the Authority will not be held liable.
4.3.
Payment shall be made to the Contractor via BACS within thirty (30) days of receipt of a
correctly completed invoice after the satisfactory completion of Services in accordance
with the relevant Call-off contract unless, before payment is due, the Authority has rejected
all or any part of the Services.
4.4.
VAT, where applicable, shall be shown separately on all invoices as a strictly net extra
charge.
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4.
4.5.
The Authority shall be entitled to deduct from any payment otherwise due to the Contractor
any undisputed sum that is due to the Authority under this Contract.
4.6.
Where either party fails to make payment on a due date the other party shall be entitled to
charge interest on the late payment (except where part or the whole of the payment is
withheld due to a bona fide dispute as to entitlement to payment), calculated daily at the
rate of 2% above the LIBOR rate from the due date (whether before or after any
judgement) until actual payment and it is agreed by the parties that this clause provides
the parties with a substantial remedy pursuant to sections 8 and 9 of the Late Payment of
Commercial Debts (Interest) Act 1998.
5.
Recovery of sums due
5.1.
Wherever under the Contract any sum of money is recoverable from or payable by the
Contractor, that sum may be deducted from any sum then due, or which at any later time
may become due, to the Contractor under the Contract.
6.
Price variation
6.1.
Subject to clause 6.2, the Applicable rates may not be increased throughout the Initial
term.
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Services
The Authority may at any time during the Contract period conduct a further competition
amongst Framework Suppliers to revise the Applicable rates.
7.
Performance and obligations of the Contractor
7.1.
The Contractor shall carry out the Services in accordance with individual Call-off contracts
and the Contract and the Contractor further acknowledges that in performing the Services
the Authority is reliant upon the Contractor exercising all reasonable skill, care and
diligence in the performance and discharge of the Services. The Contractor warrants and
undertakes that the Services shall be supplied and carried out by appropriately
experienced, qualified and trained personnel with the highest levels of skill, care and
diligence.
7.2.
The Contractor shall provide all supervision, labour, materials, transport, plant, tools,
equipment and facilities necessary to perform the Services in accordance with the
Contract. Where the Contractor is required to deliver a Deliverable under any Call-off
contract, any description of such Deliverable in a Call-off contract shall be construed as
including and the Contractor shall provide as part of that Deliverable any supporting
information, background information, reports, statistics, analysis, presentations and/or
evidence relating to that Deliverable.
7.3.
The Contractor shall proceed with the carrying out of the Services regularly, diligently and
in accordance with such programme as may be included in Call-off contracts. If a Call-off
contract contains specific dates or periods by which any part of the Services is to be
completed the Contractor shall complete such parts by such dates unless otherwise
agreed.
7.4.
Unless otherwise provided for the Contractor shall not deliver any items to the Premises or
remove any items belonging to the Authority from the Premises without having first
obtained written permission from the Authority. The Contractor shall maintain written
records of all items so delivered or removed.
7.5.
The Contractor shall be deemed to have inspected the Premises and to have satisfied
himself of the conditions and all circumstances affecting the Premises and the carrying out
of the Services. Accordingly no claim by the Contractor for additional payment or extension
of time will be allowed on the grounds of any matter relating to the Premises or as to the
circumstances or conditions under which the Services are to be provided.
7.6.
The Contractor shall not do anything to cause anything to be done, which may damage the
reputation of the Authority or bring the Authority into disrepute.
7.7.
The Contractor warrants and represents to the Authority that as at the Commencement
date, all information, statements and representations contained in the Tender and the
Contractor’s response to the Authority’s pre-qualification questionnaire date XX/XX/20XX
are true, accurate, and not misleading save as may have been specifically disclosed in
writing to the Authority prior to the execution of this Contract and it will promptly advise the
Authority of any fact, matter or circumstance of which it may become aware which would
render any such information, statement or representation to be false or misleading.
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6.2.
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Contract management and monitoring of contract performance
8.1.
Reporting requirements in relation to individual Assignments will be set out in the Call-off
contracts.
8.2.
The Contractor shall provide such reports in relation to the Contract in such format and
such manner as may be requested by the Authority (acting reasonably).
8.3.
The Contractor will attend quarterly review meetings at the Authority’s Premises, if
required, at no charge to the Authority.
8.4.
The Contractor shall provide an initial response by email to all queries raised by the
Authority within one (1) Working day.
9.
Contractors’ personnel
9.1.
The Contractor shall take the steps reasonably required by the Authority to prevent
unauthorised persons being admitted to the Premises. If the Authority gives the Contractor
notice that any person is not to be admitted to or is to be removed from the Premises or is
not to become involved in or is to be removed from involvement in the Contract or any
Call-off contact, the Contractor shall take all reasonable steps to comply with such notice.
9.2.
The decision of the Authority as to whether any person is to be admitted to or is to be
removed from the Premises or is not to become involved in or is to be removed from
involvement in an Assignment shall be final and conclusive.
9.3.
The Contractor and its Sub-contractor(s), engaged on the Premises shall comply with such
rules, regulations and requirements (including those relating to security arrangements) as
may be in force from time to time for the conduct of personnel when on those Premises.
The Authority will give reasonable prior notice of such rules, regulations and requirements
and will act reasonably in their application.
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8.
10.
Key personnel
10.1.
Where a Call-off contract provides that an Assignment shall be undertaken by Key
personnel, the Contractor shall undertake all reasonable steps to ensure that the Key
personnel shall remain for the full period of the Assignment. In the event of sickness or
other emergencies, the Contractor shall provide suitably qualified and experienced
replacement personnel, which are acceptable to the Authority (such acceptance not to be
unreasonably withheld or delayed), without additional charge or expense at the earliest
possible opportunity.
10.2.
In circumstances beyond its reasonable control, the Contractor may, subject to the
reasonable approval of the Authority, replace any of the Key personnel with personnel of
equivalent expertise and experience, and at the same cost, by giving one months notice in
writing.
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If in the opinion of the Authority and the Contractor, a handover period is required, the
Contractor shall provide both the Key personnel and the replacement personnel during this
period at no extra charge.
11.
Liaison
11.1.
The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such
appointment shall be notified to the Authority. The Contractor’s representative shall be
responsible for liaison with the Authority.
11.2.
The Authority shall appoint a representative (the ‘Authority representative’) and such
appointment shall be notified to the Contractor. The Authority shall not be liable for any
instructions issued by any person other than its representative unless otherwise agreed.
12.
Access for the Contractor
12.1.
The Authority shall give the Contractor access to the Premises for the purpose of carrying
out the Services at such times as may be specified in the relevant Call-off contract or, if not
so specified, as may reasonably be required by the Contractor to carry out the Services in
accordance with the Call-off contract.
12.2.
While on the Premises, the Contractor shall comply with all applicable statutory
enactments and regulations, the Authority’s applicable policies and procedures and
instructions. The Authority shall give reasonable prior notice of such policies and
procedures and instructions and will act reasonably in their interpretation.
12.3.
The Authority shall have the right to require the Contractor to remove immediately from the
Premises any employee or Sub-contractor who has:
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10.3.
a)
Failed to comply with any of the applicable enactment’s, regulations, policies,
procedures or instructions; or
b)
In the sole opinion of the Authority has not conducted himself appropriately or has
been negligent or incompetent;
12.4.
without thereby incurring any responsibility to the Contractor for any additional costs or
time.
12.5.
The Contractor shall be solely responsible for the suitability and safety of any equipment or
tools used by him and shall not use any equipment or tools, which may be unsuitable,
unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools
at any time and may require the Contractor to remove from the Premises, any which in the
sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace
the same, without incurring any responsibility to the Contractor for additional cost or time.
12.6.
At all times when employees of the Contractor are present on the Premises they shall have
present a competent supervisor and any instructions given by the Authority to that
supervisor shall be considered as given to the Contractor.
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Sub-contracting and assignment
13.1.
The Contractor shall not assign, pledge, transfer or sub-contract any part of the Contract
without the prior written consent of the Authority, other than for the purchase of standard
materials or for items the manufacturer or supplier of which is named in the Contract. Subcontracting any part of the Contract shall not relieve the Contractor of any obligation or
duty attributable to the Contractor under the Contract.
13.2.
The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor
as if they were his own.
13.3.
Neither party shall assign any of its obligations under the Contract without the prior written
consent of the other party, which shall not be unreasonably withheld or delayed.
13.4.
Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of
performing the Services, it shall cause a term to be included in such a sub-contract which
requires payment to be made of undisputed sums by the Contractor to the Sub-contractor
within a specified period not exceeding 30 days from the receipt of a valid invoice.
14.
Progress and inspection
14.1.
The Authority shall have the right to inspect the provision of Services at any time whether
on the Premises or on the premises of the Contractor or Sub-contractor and to reject any
aspect of the Services which is not in accordance with the Contract. The Contractor shall
forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection
or testing shall not relieve the Contractor of any of his obligations under the Contract.
15.
Confidentiality
15.1.
The provisions of this Clause 15 shall be subject to the provisions of Clauses 33, 34 and
63 of this Contract including any rights of the Authority to make Deliverables, Intellectual
property rights of the Contractor and any Know-how available to third parties.
15.2.
The Contractor and the Authority shall procure that:
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13.
a)
any person employed or engaged by them (in connection with this Contract in the
course of such employment or engagement) shall only use Confidential information
of the other party for the purposes of this Contract;
b)
any person employed or engaged by them in connection with this Contract shall not,
in the course of such employment or engagement, disclose any Confidential
information of the other party to any third party without the prior written consent of
the other party;
c)
they shall take all necessary precautions to ensure that all Confidential information
of the other party is treated as confidential and not disclosed (save as aforesaid) or
used other than for the purposes of this Contract by their employees, servants,
agents or Sub-contractors; and
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d)
is or becomes public knowledge other than by breach of this Clause; or
b)
is in the possession of the recipient without restriction in relation to disclosure before
the date of receipt from the disclosing party; or
c)
is received from a third party who lawfully acquired it and who is under no obligation
restricting its disclosure; or
d)
is independently developed without access to the Confidential information; or
e)
must be disclosed pursuant to a statutory, legal or parliamentary obligation placed
upon the party making the disclosure, including any requirements for disclosure
under the Freedom of Information Act 2000 or the Environmental Information
Regulations 2004; or
f)
is required to be disclosed by a competent regulatory authority (including the Law
Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of
professional conduct.
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a)
Nothing in this Clause shall be deemed or construed to prevent the Authority from
disclosing any Confidential information obtained of the Contractor:
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15.4.
The provisions of this Clause shall not apply to any information which:
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15.3.
without prejudice to the generality of the foregoing neither the Authority nor the
Contractor nor any person engaged by them whether as a servant or a consultant or
otherwise shall use the Confidential information of the other party for the solicitation
of business from the other or from any third party.
15.5.
a)
to any other department, office or agency of Her Majesty’s Government (‘Crown
Bodies’), provided that the Authority has required that such information is treated as
confidential by such Crown Bodies and their servants, including requiring servants to
enter into a confidentiality agreement prior to disclosure of the Confidential
information whereupon the Authority shall have no further liability for breach of
confidentiality in respect of the departments, offices and agencies.
b)
to any consultant, contractor or other person engaged by the Authority in connection
herewith, provided that the Authority shall have required that such information be
treated as confidential by such consultant, contractor or other person, together with
their servants, including requiring servants to enter into a confidentiality agreement
prior to disclosure of the Confidential information whereupon the Authority shall have
no further liability for breach of confidentiality in respect of the consultants,
contractors or other people.
Nothing in this Clause 15 shall prevent the Contractor or the Authority from using Knowhow which was already in its possession prior to the Commencement date.
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Default by Contractor
16.1.
If the Contractor shall be in breach of any of his obligations under the Contract and/or any
Call-off contract, the Authority shall be entitled to give the Contractor notice in writing to
forthwith remedy such breach.
16.2.
If a breach of this Contract or any Call-off contract is not remediable or if the breach is
remediable but the Contractor fails to comply with a notice given in accordance with
Clause 16.1 within twenty one (21) days of its receipt or such longer period as the
Authority may allow in writing having regard to the nature of the breach, the Authority shall
be entitled to terminate: The Contract including all of the Call-off contracts; or
the Contract excluding the Call-off contracts; and/or
b)
any or all of the Call-off contracts;
c)
and the Authority shall be entitled to either carry out himself or employ others to
carry out the Services in respect of which the Contractor has failed to remedy a
breach at the Contractor’s cost subject to the Authority taking reasonable steps to
mitigate such cost.
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Upon termination of this Contract pursuant to the rights set out at Clauses 16.2, the
Authority shall be under no obligation to pay the Contractor any further sums until the
whole of the Services, which were to have been provided by the Contractor under the
Contract, have been completed. Upon such completion the Authority shall pay to the
Contractor, or be entitled to recover from the Contractor, the difference between the sums
due to the Contractor for the Services performed by the Contractor in accordance with the
Contract up to the date of termination, and the costs incurred by the Authority in the
completion of the Services.
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16.3.
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16.
16.4.
The Authority may at its sole discretion terminate the Contract in the event that a Call-off
contract is terminated under this Clause 16.
16.5.
The Authority may at its sole discretion terminate any Call-off contract in the event that the
Contract is terminated under this Clause 16.
17.
Consequences of expiry or termination
17.1.
Upon the expiry or earlier termination of the Contract for any reason:
a)
except as provided for to the contrary elsewhere in this Contract, each party shall
immediately return all Confidential information of the other party (save that the
Contractor may retain a copy of the Deliverables and any materials on which the
Deliverables were based) including the Authority’s Confidential information which is
in the possession or under the control of any Sub-contractors.
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c)
the Contractor shall promptly provide all information reasonably required by the
Authority concerning the provision of the Services for the purposes of adequately
understanding the manner in which the Services have been provided and/or for the
purpose of selecting any Replacement contractor, and/or for the purpose of ensuring
an orderly transition of the provision of the Services to any Replacement contractor,
including the provision of advice, assistance, information and documentation
reasonably required;
d)
each party shall take reasonable steps to mitigate any costs which the other incurs
as a result of termination or expiry of this Contract; and
e)
the Contractor shall vacate any office space provided to it by the Authority in
accordance with the provisions of this Contract and shall reimburse the Authority for
any costs reasonably incurred in restoring such office space to a condition
equivalent to the condition such office space was in at the time it was provided to
the Contractor, subject to reasonable wear and tear.
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the Contractor shall immediately deliver to the Authority all equipment belonging to
the Authority (including materials, documents, information and access keys) and
provided to the Contractor. Such Authority equipment shall be handed back in good
working order (allowance shall be made for reasonable wear and tear);
The provisions of Clause 17.1 shall apply upon the expiry or earlier termination of any CallOff Contracts. In the event the Contract terminates but any or all of the Call-off contracts
remain in force, the provisions of Clause 17.1 shall apply to the extent reasonably possible
without interfering with the Contractor’s ability to provide Services under such Call-off
contract(s).
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17.2.
b)
17.3.
Where the end of the Contract period arises due to the Contractor’s default, the Contractor
shall provide all assistance under Clause 17.1.3 free of charge. Otherwise, the Authority
shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor
shall take all reasonable steps to mitigate such costs.
17.4.
On the expiry or termination of this Contract for any reason whatsoever any Call-off
contracts granted under or pursuant to this Contract shall continue in full force and effect
save as (and to the extent) expressly provided otherwise in this Contract.
17.5.
Termination or expiry of this Contract shall be without prejudice to any rights, remedies or
obligations of either party accrued under this Contract prior to termination or expiry.
18.
Termination
18.1.
Without prejudice to any other provisions of this Contract, this Contract (including the Calloff contracts) may be terminated:
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forthwith by either party if the other party becomes bankrupt or makes any
composition or arrangement with his creditors or has a proposal in respect of his
company for a voluntary arrangement for a composition of debts or scheme of
arrangement approved in accordance with the Insolvency Act 1986 or has an
application made under the Insolvency Act 1986 in respect of his company to the
court for the appointment of an administrator or has a winding up order made or
(except for the purposes of reconstruction) a resolution for voluntary winding up
passed or a receiver or manager of his business or undertaking is duly appointed or
has an administrative receiver, as defined in the Insolvency Act 1986 appointed or
possession is taken by or on behalf of any creditor of any property the subject of a
charge.
b)
At any time by the Authority following an event described in Clause 52.3.
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a)
Any of or all of the Call-off contracts may be terminated by the Authority on giving three (3)
months’ written notice to the Contractor.
18.3.
Either party may at any time by giving three (3) months’ notice to the other terminate this
Contract (excluding the Call-off contracts which shall continue in full force and effect).
19.
Notices
19.1.
Except as otherwise expressly provided within the Contract, no notice or other
communication from one party to the other shall have any validity under the Contract
unless made in writing by or on behalf of the party concerned.
19.2.
Any notice or other communication which is to be given by either party to the other shall be
given by letter (sent by hand, first class post, recorded delivery or special delivery), or by
facsimile transmission or electronic mail (confirmed in either case by letter). Such letters
shall be addressed to the other party in the manner referred to in Clause 19.3. Provided
the relevant communication is not returned as undelivered, the notice or communication
shall be deemed to have been given two (2) Working days after the day on which the letter
was posted, or four (4) hours, in the case of electronic mail or facsimile transmission or
sooner where the other party acknowledges receipt of such letters, facsimile transmission
or item of electronic mail.
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18.2.
19.3.
For this purpose, the address of each party shall be:For the Authority:
The Pensions Regulator
Napier House
Trafalgar Place
Brighton
BN1 4DW
For the attention of: Procurement lead
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Tel: 01273 648456
Fax: 01273 648497
Email: [email protected]
For the Contractor:
For the attention of: [
]
Tel:
Fax:
Email:
]
]
]
[
[
[
e
[Title]
[Address]
Either party may change its address for service by serving a notice in accordance with this
Clause.
20.
Costs
20.1.
Each party shall bear its own costs with regard to this Contract.
21.
Liabilities
21.1.
Nothing in the Contract shall be construed to limit or exclude either party's liability for:
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death or personal injury;
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a)
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19.4.
21.2.
b)
fraud or fraudulent misrepresentation;
c)
any other matter which, by Law, may not be excluded or limited.
Subject always to clause 21.1 and clause 21.3:
a)
the aggregate liability of either party for all defaults resulting in direct loss of or
damage to the property of the other party under or in connection with the Contract
shall in no event exceed five million pounds (£5,000,000); and
b)
the aggregate liability of either party for all other defaults for each twelve (12) month
period during the Contract period commencing on the Commencement date and
each anniversary thereof whether arising under contract, tort (including negligence)
or otherwise in connection with this Contract shall in no event exceed one million
pounds (£1,000,000).
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loss of profits;
b)
loss of business;
c)
loss of revenue;
d)
loss of or damage to goodwill;
e)
loss of savings (whether anticipated or otherwise); and/or
f)
any indirect, special or consequential loss or damage,
g)
in each case whether arising under contract, tort (including negligence) or otherwise
in connection with this Contract.
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a)
The Authority may, amongst other things, recover as a direct loss:
a)
any additional operational and/or administrative expenses arising from the
Contractor’s default;
b)
any wasted expenditure or charges rendered unnecessary and/or incurred by the
Authority arising from the Contractor’s default; and
c)
the additional cost of procuring replacement services following termination of the
Contract or any Call-off contract as a result of a default by the Contractor.
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21.4.
Subject to clauses 21.1 and 21.4, in no event shall either party be liable to the other for
any:
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21.3.
22.
Insurance
22.1.
The Contractor shall throughout the Contract period maintain the following insurances with
a reputable insurance company:
a)
third party insurance against all loss of and damage to property and injury to
persons (including death) under which the cover shall not be less than £1,000,000 in
respect of any one incident; and
b)
professional indemnity insurance under which the cover is not less than £500,000 in
respect of any one incident and shall maintain such cover for six (6) years after the
end of the Contract for all claims to which this clause applies.
22.2.
The Contractor shall upon request made from time to time produce to the Authority
documentary evidence that the insurances required by Clauses 22.1.a) and 22.1.b) are
properly maintained.
22.3.
The Contractor shall also maintain Employer’s liability insurance in accordance with the
Employers Liability (Compulsory Insurance) Act 1969 and such insurance policy (ies) shall
incorporate a waiver of subrogation rights against the Authority.
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23.
Precedence of conditions
23.1.
In the event of and only to the extent of any conflict between:
the clauses of any Call-off contract, and the clauses of the Contract, the clauses of
the Call-off contract shall take precedence;
b)
the clauses of any Call-off contract, and the clauses of the Service order relating to
that Call-off contract, the clauses of the Service order shall take precedence.
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In the event of, and only to the extent of any conflict between the Clauses of the Contract
(excluding any Call-off contract), any document referred to in those Clauses and the
Schedules, the conflict shall be resolved in accordance with the following order of
precedence:
a)
the Schedules; then
b)
the Clauses of the Contract; then
c)
any other document referred to in the Clauses of the Contract.
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23.2.
a)
Any conditions which the Contractor may seek to impose and which in any way add to,
vary or contradict this Contract shall be excluded and not form part of the Contract, unless
specifically agreed to in writing by the Authority.
24.
Entire agreement
24.1.
This Contract contains or expressly refers to the entire agreement between the parties with
respect to the subject matter hereof and expressly excludes any warranty, condition or
other undertaking implied at Law or by custom and supersedes all previous agreements
and understandings between the parties, and each party acknowledges and confirms that
it does not enter into this Contract in reliance on any representation warranty or other
undertaking not fully reflected in the terms of this Contract.
25.
Amendments
25.1.
Any amendments to this Contract shall be made in writing and signed by authorised
signatories of the parties hereto.
26.
Variations to Call-off contracts
26.1.
In the event that the Authority shall require any reasonable alteration or addition to or
omission from any Services or any part thereof provided under a Call-off contract
(hereinafter referred to as a ‘Variation’), the Contractor shall state in writing the effect
such Variation will have on the Services and what adjustment, if any, will be required to the
Charges. The Contractor shall furnish such details within fourteen (14) days of receipt of
the Authority’s written request or such other period as may be agreed.
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23.3.
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26.2.
In the event that the Contractor is unable to accept the Variation or where the parties are
unable to agree a change in the Charges, the Authority may:
a)
allow the Contractor to fulfil its obligations under the Call-off contract without the
Variation; or
b)
acting reasonably, terminate the Call-off contract with immediate effect.
The Contractor shall satisfy the Authority as to the reasonableness of any extra costs or
savings resulting from Variations under this Clause 26.
26.4.
The Contractor shall not vary the Services in any respect unless instructed in writing to do
so by the Authority.
26.5.
No Variation shall be binding unless it has been agreed in writing sand signed by an
authorised representative of the Authority.
27.
Disputes and arbitration
27.1.
The parties each agree that they will attempt in good faith to resolve any claim or dispute
arising out of or in connection with the Contract promptly through negotiations between
their respective senior executives and management. If the matter is not resolved through
negotiation then, prior to the commencement of legal proceedings, the parties will each
attempt in good faith to resolve the dispute or claim by participating in an Alternative
Dispute Resolution (‘ADR’) procedure which, if not otherwise agreed, will be as
recommended to them by the Centre for Effective Dispute Resolution. If the matter has not
been resolved by an ADR procedure within forty five (45) days of such procedure being
commenced, then the matter may be dealt with through legal proceedings.
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26.3.
28.
Health and safety
28.1.
The Contractor represents and warrants to the Authority that the Contractor has satisfied
himself that all necessary tests and examinations have been made or will be made prior to
delivery of any equipment used by the Contractor in provision of the Services (‘Equipment’)
to ensure that the Equipment is designed and constructed as to be safe and without risk to
the health or safety of persons using the same, and that he has made available to the
Authority adequate information about the use for which the Equipment has been designed
and has been tested and about any conditions necessary to ensure that when put to use
the Equipment will be safe and without risk to the health or safety of any individual.
28.2.
The Contractor shall at all times comply with the requirements of the Health and Safety at
Work Act 1974 and of any other acts, regulations, orders or rules of law pertaining to
health and safety.
28.3.
The Contractor shall forthwith nominate a person to be responsible for health and safety
matters relating to the Contract. Whilst on the Premises, the Contractor shall ensure that
its staff and those of any Sub-Contractor comply with the Authority’s general statement of
safety policy as are made known to the Contractor reasonably in advance and with the
lawful requirements of the Authority’s health and safety representative.
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The Authority shall be able to suspend the provision of the Services or part thereof in the
event of non-compliance by the Contractor with this Clause 28. The Contractor shall not
resume provision of the Services or such part until the Authority is satisfied that the noncompliance has been rectified.
29.
Contracts (Rights of Third Parties) ACT 1999
29.1.
To the extent that this Contract is expressed to confer rights or benefits on a party who is
not a party to this Contract, that party shall by virtue of the Contracts (Rights of Third
Parties) Act 1999, be entitled to enforce those rights as if it was a party to this Contract.
For the avoidance of doubt the consent of any person other than the Authority (or the
Contractor, as the case may be) is not required to vary or terminate this Contract.
29.2.
Except as provided in Clause 29.1 a person who is not a party to this Contract shall have
no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Contract. Clause 29.2 does not affect any right or remedy of any person that exists or is
available otherwise than pursuant to the Contracts (Rights of Third Parties) Act 1999.
30.
Non-discrimination
30.1.
The Contractor shall comply with and maintain policies to ensure that it and any SubContractors comply with their and the Authority’s statutory obligations under the Equality
Act 2010, and to take all reasonable steps to secure that all servants, employees, or
agents of the Contractor and its employees do not unlawfully discriminate against any
person in decisions to recruit, train, promote, discipline, or dismiss in the carrying out of the
Contract (whether in relation to marital status, colour, race, gender, religious belief, sexual
orientation, nationality (including citizenship), on the grounds of their disability, age, or
otherwise).
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28.4.
31.
Human rights
31.1.
The Contractor shall comply with the Human Rights Act 1998 and any regulations or code
of practice made thereunder (‘the statutory provisions’) and in carrying out such obligations
shall act as though the statutory provisions relating to public authorities applied to the
Contractor.
32.
Environmental impact
32.1.
The Contractor shall comply in all material respects with all applicable environmental laws
and regulations in force from time to time in relation to the Services. Without prejudice to
the generality of the foregoing, the Contractor shall promptly provide all such information
regarding the environmental impact of the Services as may reasonably be requested by
the Authority.
32.2.
The Contractor shall meet all reasonable requests by the Authority for information
evidencing compliance with the provisions of Clause 32 by the Contractor.
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Ownership of Intellectual property rights
33.1.
Ownership of Intellectual property rights shall be as set out in the remaining provisions of
Clause 33 unless specifically identified in the corresponding Service order as Contractor
IPR.
33.2.
All of the Contractor’s pre-existing IPR and Contractor IPR shall be the property of the
Contractor and/or its licensors.
33.3.
All of the Authority’s pre-existing IPR and any other Intellectual property rights created in
connection with this Agreement (other than Contractor’s pre-existing IPR and Contractor
IPR) shall be the property of the Authority and/or its licensors.
33.4.
Save to the extent that such Intellectual property rights form part of any Deliverable, all
Intellectual property rights in the Contractor’s working papers, internal documents, and
internal correspondence and such like shall be the property of the Contractor.
33.5.
All Intellectual property rights in the Authority’s working papers, internal documents, and
internal correspondence and such like shall be the property of the Authority.
33.6.
Save as specifically agreed otherwise by the parties in any Call-off contract, all Intellectual
property rights created in connection with this Contract and/or any Call-off contract and in
the Deliverables shall be the property of the Authority and the Contractor hereby assigns to
the Authority, with full title guarantee, all such Intellectual property rights and Deliverables.
Such assignment shall either take effect on the date of the Contract or as a present
assignment of future rights that will take effect immediately on the coming into existence of
such Intellectual property rights and/or the Deliverables. The Contractor shall execute all
documentation necessary to execute this assignment.
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33.
33.7.
The Contractor shall waive or procure a waiver of any moral rights subsisting in copyright
produced by the Contract or the performance of the Contract.
33.8.
The Contractor shall not infringe any Intellectual property rights of any third party in
supplying the Services and the Contractor shall, during and after the Contract period,
indemnify and keep indemnified and hold the Authority and the Crown harmless from and
against all actions, suits, claims, demands, losses, charges, damages, costs and expenses
and other liabilities which the Authority or the Crown may suffer or incur as a result of or in
connection with any breach of this clause, except where any such claim arises from:
a)
items or materials based upon designs supplied by the Authority; or
b)
the use of data supplied by the Authority which is not required to be verified by the
Contractor under any provision of the Contract.
The Authority shall use reasonable endeavours to mitigate any loss suffered in connection
with Clause 33.8.
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33.9.
The Authority shall notify the Contractor in writing of any claim or demand brought against
the Authority for infringement or alleged infringement of any Intellectual property right in
materials supplied or licensed by the Contractor.
33.10. The Contractor shall at its own expense conduct all negotiations and any litigation arising
in connection with any claim for breach of Intellectual property rights in materials supplied
or licensed by the Contractor, provided always that the Contractor:
shall consult the Authority on all substantive issues which arise during the conduct
of such litigation and negotiations;
b)
shall take due and proper account of the interests of the Authority; and
c)
shall not settle or compromise any claim without the Authority’s prior written consent
(not to be unreasonably withheld or delayed).
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a)
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33.11. The Authority shall at the request of the Contractor afford to the Contractor all reasonable
assistance for the purpose of contesting any claim or demand made or action brought
against the Authority or the Contractor by a third party for infringement or alleged
infringement of any third party Intellectual property rights in connection with the
performance of the Contractor’s obligations under the Contract and the Contractor shall
indemnify the Authority for all costs and expenses (including, but not limited to, legal costs
and disbursements) incurred in doing so. The Contractor shall not, however, be required to
indemnify the Authority in relation to any costs and expenses incurred in relation to or
arising out of a claim, demand or action which relates to the matters in Clause 33.8(a) or
(b). The Authority shall use reasonable endeavours to mitigate any such costs and
expenses incurred in connection with Clause 33.11.
33.12. The Authority shall not make any admissions which may be prejudicial to the defence or
settlement of any claim, demand or action for infringement or alleged infringement of any
Intellectual property right by the Authority or the Contractor in connection with the
performance of the Contractor’s obligations under the Contract.
33.13. If a claim, demand or action for infringement or alleged infringement of any Intellectual
property right is made in connection with the Contract or in the reasonable opinion of the
Contractor is likely to be made, the Contractor shall notify the Authority and, at its own
expense and subject to the consent of the Authority (not to be unreasonably withheld or
delayed), use its best endeavours to:
a)
modify any or all of the Services without reducing the performance or functionality of
the same, or substitute alternative Services of equivalent performance and
functionality, so as to avoid the infringement or the alleged infringement, provided
that the provisions herein shall apply mutates mutandis to such modified Services
or to the substitute Services; or
b)
procure a licence to use and supply the Services, which are the subject of the
alleged infringement, on terms which are acceptable to the Authority, and
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c)
in the event that the Contractor is unable to comply with Clauses 33.13(a) or (b)
within twenty (20) Working days of receipt of the Contractor’s notification the
Authority may terminate the Contract with immediate effect by notice in writing.
33.14. To the extent any Intellectual property rights which are assigned or licensed to the
Authority pursuant to this Contract consist of any Intellectual property rights in software,
the Contractor will deliver to the Authority the Source code and Binary code for such
software as soon as reasonably possible.
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33.15. The Charges shall include all payments made or to be made to any third party in respect of
any right, patent, design, trademark or copyright used for the purpose of performing the
Contract.
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33.16. The provisions of this Clause 33 shall apply during the continuance of this Contract and
after its termination howsoever arising.
Intellectual property rights licences
34.1.
The Authority hereby grants to the Contractor a non-exclusive, revocable, non-assignable
licence to use the Authority’s Pre-existing IPR and any other Intellectual property which is
owned by the Authority during the Contract period for the sole purpose of enabling the
Contractor to provide the Services.
34.2.
Save as specifically agreed otherwise in any Call-off contract the Contractor shall ensure
that the third party owner of any Intellectual property rights that are or which may be used
to perform the Contract grants to the Authority a non-exclusive licence or, if itself a
licensee of those rights, shall grant to the Authority an authorised sub-licence, to use,
reproduce, modify, develop and maintain the Intellectual property rights in the same for the
purpose of receiving the benefit of the Services. Such licence or sub-licence shall be nonexclusive, perpetual, royalty free and irrevocable and shall include the right for the
Authority to sub-license, transfer, novate or assign the same for the purpose of receiving
the benefit of the Services.
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34.
34.3.
Save as specifically agreed otherwise in any Call-off contract, the Contractor grants to the
Authority a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to
sub-licence) to use, reproduce, modify, develop and maintain any Contractor IPR and any
Pre-existing IPR owned by or licensed to the Contractor (other than by the Authority) and
which the Authority reasonably requires in order to exercise its rights, or take the benefit of
this Contract including the Services provided.
34.4.
The provisions of Clause 34 shall apply during the continuance of this Contract and after
its termination howsoever arising.
35.
Data protection and information security
35.1.
The following words and expressions shall have the meanings hereinafter mentioned:
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b)
the terms ‘Data’, ‘Personal data’, ‘Data controller’, ‘Data processor’, ‘Data subject’,
‘Process’ and ‘Processing’ shall have the meaning prescribed under the Data
Protection Act 1998.
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‘Data protection requirements’ shall mean the Data Protection Act 1998, the EU
Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act
2000, the Telecommunications (Lawful Business Practice) (Interception of
Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications
Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications
(EC Directive) Regulations 2003 and all applicable laws and regulations relating to
processing of personal data and privacy, including where applicable the guidance
and codes of practice issued by the Information Commissioner; and
The Contractor’s attention is hereby drawn to the Data protection requirements. The
Authority and the Contractor shall observe their obligations under the Data protection
requirements.
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35.2.
a)
Where the Contractor pursuant to its obligations under this Contract, undertakes the
Processing of personal data on behalf of the Authority, it shall:
carry out the Processing of personal data only in accordance with instructions from
the Authority (which may be specific instructions or instructions of a general nature
as set out in this Contract or as otherwise notified by the Authority to the Contractor
during the Contract period);
b)
carry out the Processing of personal data only to the extent, and in such manner, as
is necessary for the provision of the Services or as is required by any applicable law
or regulatory body;
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a)
c)
notify the Authority within five (5) Working days if it receives:
d)
a request from a Data subject to have access to that person’s Personal data; or
e)
a complaint or request relating to the Authority’s obligations under the Data
protection requirements;
f)
provide the Authority with full co-operation and assistance in relation to any
complaint or request made in relation to the Services, including by:
g)
providing the Authority with full details of the complaint or request;
h)
complying with a data access request within the relevant timescales set out in the
Data protection requirements and in accordance with the Authority’s reasonable
instructions;
i)
providing the Authority with any Personal data it holds in relation to a Data subject
(within the timescales required by the Authority); and
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providing the Authority with any information reasonably requested by the Authority;
k)
permit the Authority or its representatives (subject to reasonable and appropriate
confidentiality undertakings), to inspect and audit the Contractor’s data processing
activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply
with all reasonable requests or directions by the Authority to enable the Authority to
verify and/or procure that the Contractor is in full compliance with its obligations
under this Contract;
l)
provide a written description of the technical and organisational methods employed
by the Contractor for Processing personal data (within the timescales required by
the Authority (acting reasonably)); and
m)
not undertake the Processing of personal data outside the European economic area
without the prior written consent of the Authority and, where the Authority consents
to a transfer, to comply with:
n)
the obligations of a Data controller under the Eighth Data Protection Principle set out
in Schedule I of the Data Protection Act 1998 by providing an adequate level of
protection to any Personal data that is transferred; and
o)
any reasonable instructions notified to it by the Authority.
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j)
Nothing in Clause 35.2 shall require the Contractor to breach any of its statutory
obligations.
35.4.
The Contractor shall comply at all times with the Data protection requirements and shall
not perform its obligations under this Contract in such a way as to cause the Authority to
breach any of its obligations under the Data protection requirements that the Contractor
has been made aware of or which the Contractor ought reasonably to be aware of.
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35.3.
35.5.
35.6.
The Authority may from time to time serve on the Contractor an information notice
requiring the Contractor within such time and in such form as is specified in the information
notice, to furnish to the Authority such information as the Authority may reasonably require
relating to:
a)
compliance by the Contractor with the Contractor’s obligations under this Contract in
connection with the Processing of personal data; and/or
b)
the rights of Data subjects, including but not limited to subject access rights.
The Contractor will allow its data processing facilities, procedures and documentation to be
submitted for scrutiny by the Authority or its auditors in order to ascertain compliance with
the relevant law and the terms of this Contract.
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With respect to the parties’ rights and obligations under this Contract, the parties
acknowledge that, except where otherwise agreed, the Authority is the Data controller and
the Contractor is the Data processor. Where the Contractor wishes to appoint a Subcontractor to assist it in providing the Services and such assistance includes the
Processing of personal data on behalf of the Authority, then, subject always to compliance
by the Contractor with the provisions relating to the appointment of Sub-contractors, the
Authority hereby grants to the Contractor a delegated authority to appoint on the
Authority’s behalf such Sub-contractor to undertake the Processing of personal data
provided that the Contractor shall notify the Authority in writing of such appointment and
the identity and location of such Sub-contractor. The Contractor warrants that such
appointment shall be on substantially the same terms with respect to Data protection
requirements as are set out in this Contract.
35.8.
Save as set out in this Clause, any unauthorised Processing, use or disclosure of Personal
data by the Contractor is strictly prohibited.
35.9.
The Contractor warrants and represents that it shall comply with the provisions of Clause
35.
36.
Data security
36.1.
This Clause sets out the specific data security requirements under the Contract.
36.2.
The Contractor shall implement appropriate technical and organisational measures to
protect the Personal data against unauthorised or unlawful processing and against
accidental loss, destruction, damage, alteration or disclosure. These measures shall be
appropriate to the harm which might result from any unauthorised or unlawful processing,
accidental loss, destruction or damage to the Personal data and having regard to the
nature of the Personal data which is to be protected;
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35.7.
36.3.
‘Authority data’ shall mean:
a)
any Confidential information;
b)
any Authority data or information under the conditions of a Confidentiality
agreement;
c)
any Authority data or information under the conditions of a Non-disclosure
agreement;
d)
any Authority data or information that is covered by a legally binding Agreement or
agreement;
e)
any Authority data or information that has not been reduced to writing but that can
be associated with a specific Authority project , business strategy or business
operations;
f)
any Authority data or information that is by its nature confidential or sensitive.
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The Contractor acknowledges that the Authority places great emphasis on
confidentiality, integrity and availability of information and consequently on the
security of the Premises and the security for the Contractor’s systems. The
Contractor also acknowledges the confidentiality of Authority data and shall ensure
that no Authority data is copied to (including but not limited to) media, laptops, CD,
DVD, USBs, external hard drives or email other than is necessary under the
Contract.
b)
The Contractor shall at all times ensure that the level of security employed in the
provision of the Services is appropriate to maintain the following at acceptable risk
levels:
e
a)
loss of integrity of Authority data;
•
loss of confidentiality of Authority data;
•
unauthorised access to, use of, or interference with Authority data by any
person or organisation;
•
unauthorised access to remote access connections used by the Contractor in
the provision of the Services;
•
use of the Contractor services by any third party in order to gain unauthorised
access to any computer resource or Authority data.
pl
•
Authority data
Sa
36.5.
Principles of security
m
36.4.
36.6.
a)
The Contractor shall not store, copy, disclose, or use the Authority data except as
necessary for the performance by the Contractor of its obligations under this
Contract or as otherwise expressly authorised in writing by the Authority.
b)
The Contractor will take all measures to avoid any and all data loss and data
corruption during the provision of the Services in accordance with good industry
practice.
c)
If at any time the Contractor suspects or has reason to believe that Authority data
has or may become corrupted, lost or sufficiently degraded in any way for any
reason, then the Contractor shall notify the Authority immediately and where such
corruption, loss or degradation is due to the failure of the Contractor to comply with
Clause 36.5 (b) inform the Authority of the remedial action the Contractor proposes
to take.
Protection of personal data
a)
With respect to the parties' rights and obligations under this Contract, the parties
agree that the Authority is the Data controller and that the Contractor is the Data
processor.
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take reasonable steps to ensure the reliability of any Contractor personnel who
have access to the Personal data;
•
obtain prior written consent from the Authority in order to transfer the Personal
data to any Sub- contractors for the provision of the Services;
•
ensure that all Contractor personnel required to access the Personal data are
informed of the confidential nature of the Personal data;
•
ensure that none of Contractor personnel publish, disclose or divulge any of the
Personal data to any third party unless directed in writing to do so by the
Authority;
Breach of security
e
•
a)
Either party shall notify the other immediately upon becoming aware of any breach
of security relating to the Contract or the Services including, but not limited to an
actual, potential or attempted breach, or threat to, security.
b)
Upon becoming aware of any of the circumstances referred to in paragraph 36.7 (a),
the Contractor shall:
immediately take all reasonable steps necessary to prevent an equivalent
breach in the future Such steps shall include any action or changes reasonably
required by the Authority. In the event that such action is taken in response to a
breach that is determined by the Authority acting reasonably not to be covered
by the obligations of the Contractor under this Agreement, then the Contractor
shall be entitled to refer the matter to an Agreement change procedure.
Sa
•
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36.7.
The Contractor shall:
pl
b)
•
as soon as reasonably practicable provide to the Authority full details (using
such reporting mechanism as may be specified by the Authority from time to
time) of such actual, potential or attempted breach and of the steps taken in
respect thereof.
37.
Freedom of Information Act 2000 (FoIA)
37.1.
The Contractor acknowledges that the Authority is subject to the requirements of the FoIA
and the Environmental Information Regulations and shall assist and cooperate with the
Authority (at the Contractor’s expense) to enable the Authority to comply with these
Information disclosure requirements.
37.2.
The Contractor shall and shall procure that its Sub-contractors shall:
a)
transfer all Requests for information to the Authority as soon as practicable after
receipt and in any event within two (2) Working days of receiving a Request for
information;
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c)
provide all necessary assistance as reasonably requested by the Authority to enable
it to respond to a Request for information within the time for compliance set out in
Section 10 of the FoIA or Regulation 5 of the Environmental Information
Regulations.
e
The Authority shall be responsible for determining at its absolute discretion whether the
Commercially sensitive information and/or other Information:
is exempt from disclosure in accordance with the provisions of the FoIA or the
Environmental Information Regulations; and
b)
is to be disclosed in response to a Request for information.
c)
In no event shall the Contractor respond directly to a Request for information unless
expressly authorised to do so by the Authority.
pl
a)
The Contractor acknowledges that the Authority may, acting in accordance with the
Department for Constitutional Affairs’ code of practice on the Discharge of Functions of
Public Authorities under Part I of the Freedom of Information Act 2000, be obliged under
the FoIA or the Environmental Information Regulations to disclose Information:
a)
without consulting with the Contractor; or
b)
following consultation with the Contractor and having taken its views into account.
Sa
37.4.
provide the Authority with a copy of all Information in its possession or power in the
form that the Authority requires within five (5) Working days (or such other period as
the Authority may specify); and
m
37.3.
b)
37.5.
The Contractor shall ensure that all information produced in the course of this Contract or
relating to this Agreement is retained for disclosure and shall permit the Authority to
inspect such records as requested from time to time.
37.6.
The Contractor acknowledges that any lists or schedules provided by it outlining
Confidential information are of indicative value only and that the Authority may
nevertheless be obliged to disclose Confidential information in accordance with Clause 15.
38.
Insolvency
38.1.
The Authority may at any time by notice in writing summarily terminate the Contract
without compensation to the Contractor in any of the following events:
a)
if the Contractor, being an individual, or, where the Contractor is a firm, any partner
in that firm shall at any time become bankrupt, or shall have a receiving order,
administration order or interim order made against him, or shall make any
composition or scheme of arrangement with or for the benefit of his creditors, or
shall make any conveyance or assignment for the benefit of this creditors, or shall
purport to do so; or
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b)
if the Contractor being a company shall pass a resolution or the court shall make an
order, that the company shall be wound up (except for the purpose of amalgamation
or reconstruction), or if an administrative receiver on behalf of a creditor shall be
appointed, or if the court shall make an administration order, or if circumstances
shall arise which entitle the court or creditor to appoint an administrative receiver or
which entitle the court to make a winding-up order or administration order;
c)
provided always that such termination shall not prejudice or affect any right of action
or remedy which shall have accrued or shall accrue thereafter to the Authority.
Publicity
39.1.
The Contractor shall not advertise or publicly announce that it is supplying goods or
undertaking work for the Authority without the prior consent of the Authority, such consent
not to be unreasonably withheld.
39.2.
Award of this Contract has no meaning beyond that the Authority considers that the
Contractor may be appropriate for possible future work that falls within the scope covered
by the Framework. For the avoidance of doubt, award of this Contract is not intended to,
and does not create, any basis of approval or certification or similar basis by the Authority,
and the Contractor shall not under any circumstances market itself or otherwise as being
approved or certified or similar by the Authority as a result of the award of this Contract.
39.3.
The provisions of Clause 39 shall apply during the Contract period and indefinitely after its
expiry or termination.
40.
Anti-corruption/corrupt gifts or payments
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39.
40.1.
The Contractor shall not:
a)
offer or give, or agree to give, to any employee or representative of the Authority any
gift or consideration of any kind as an inducement or reward for doing, refraining
from doing, or for having done or refrained from doing, any act in relation to the
obtaining or execution of this Contract or any other Contract with the Crown, or for
showing or refraining from showing favour or disfavour to any person in relation to
this or any
such Contract. The attention of the Contractor is drawn to the
criminal offences under the Bribery Act 2010;
b)
enter into this Contract or any other contract with the Crown in connection with
which commission has been paid or agreed to be paid by him or on his behalf, or to
his knowledge, unless before this Contract is made particulars of any such
commission and of the terms and conditions of any agreement for the payment
thereof have been disclosed in writing to the Authority.
c)
Any breach of Clause by the Contractor or by anyone employed by him or acting on
his behalf (whether with or without the knowledge of the Contractor) or the
commission of any offence by the Contractor or by anyone employed by him or
acting on his behalf under the Bribery Act 2010, in relation to this Contract or any
other contract with the Crown shall entitle the Authority to terminate this Contract
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and recover from the Contractor the amount of any loss resulting from such
termination and/or to recover from the Contractor the amount or value of any such
gift, consideration or commission.
d)
Any dispute, difference or question arising in respect of the interpretation of this
Clause, the right of the Authority to terminate this Contract or the amount or value of
any such gift, consideration or commission shall be decided by the Authority, whose
decision shall be final and conclusive.
Agency
41.1.
The Contractor is not and shall in no circumstances hold itself out as being the agent of the
Authority, otherwise in circumstances expressly permitted by the Contract.
42.
Whistle-blowing
42.1.
The Contractor confirms that the Corporate secretariat team to the Authority is authorised
as a person to whom the Contractor's staff may make a qualifying disclosure under the
Public Interests Disclosure Act 1998 and declare that any of its staff making a protected
disclosure (as defined by the said Act) shall not be subjected to any detriment. The
Contractor further declares that any provision in an agreement purporting to preclude a
member of its staff from making a protected disclosure is void.
43.
Official Secrets Acts
Official Secrets Acts 1911 to 1989, s18/19 of the Commissioners for
Revenue and Customs Act 2005
Sa
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pl
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41.
43.1.
The Contractor shall comply with, and shall ensure that persons employed by him, comply
with, the provisions of:
a)
The Official Secrets Acts 1911 to 1989; and
b)
Sections 18 and 19 of the Commissioners for Revenue and Customs Act 2005.
43.2.
In the event that the Contractor or persons employed by him, fails to comply with this
Clause, the Authority reserves the right to terminate the Contract by giving notice in
writing to the Contractor.
44.
Virus protection
44.1.
The Contractor shall maintain fully operational, effective, appropriate and up-to-date virus
protection measures to minimise the risk of infections, loss or damage to any of the
Authority’s data. The Contractor shall in addition minimise the risks of propagation and
onward transmission of any virus. The measures must include regular and appropriate
awareness programmes for staff on virus protection measures. The Contractor shall at the
Authority’s request describe the virus protection measures in place. The Contractor shall
notify the Authority immediately of:
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a)
any virus infections that occur in any locations where the Authority's data is
processed/stored;
b)
the damage caused to the Authority's data; and
c)
the actions that have been taken to eradicate the virus.
Waiver
45.1.
No delay, neglect or forbearance on the part of either party in enforcing against the other
party any term or condition of the Contract shall either be or be deemed to be a waiver or
in any way prejudice any right of that party under the Contract.
45.2.
A waiver of any Default shall not constitute a waiver of any subsequent default.
46.
Severance of terms
46.1.
If any provision contained in this Contract is held by any competent authority to be invalid
or enforceable in whole or in part, the validity of the other provisions contained in this
Contract and the remainder of the provision in question shall not be affected thereby.
47.
Remedies cumulative
47.1.
Except as otherwise expressly provided by the Contract, all remedies available to either
party for breach of this Contract are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an election of such
remedy to the exclusion of other remedies.
Sa
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pl
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45.
48.
Audit access
48.1.
The Contractor shall keep or cause to be kept full and accurate records of all Services
performed under the Contract for seven (7) years after completion of the Services.
48.2.
Upon reasonable notice, the Contractor shall grant to the Authority, any statutory auditors
of the Authority and their respective authorised agents the right of reasonable access to
the records referred to in Clause 48.1 and/or any premises of the Contractors and shall
provide all reasonable assistance at all times during the currency of this Contract for the
purposes of carrying out an audit of the Contractor’s compliance with this Contract
including all activities, charges, performance, security and integrity in connection therewith.
The Contractor shall be repaid any reasonable expenses incurred in giving any such
reasonable assistance pursuant to Clause 48.2.
49.
Force Majeure
49.1.
Neither party shall be liable to the other for any failure to perform its obligations under the
Contract for so long as and to the extent that such performance is rendered impossible by
circumstances beyond its control, provided that:
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a)
the Contractor shall use its best endeavours to fulfil its obligations under the
Contract; and
b)
the party affected by the Force Majeure shall as soon as reasonably practicable
serve notice on the other party specifying the circumstances of the Force Majeure
event.
If the Force Majeure event is such as to prevent or substantially delay the future
performance of the Contract the Authority may terminate the Contract by written notice to
the Contractor but shall pay the Contractor such reasonable sum as may be agreed
between the parties in respect only of the expenditure actually incurred and commitments
entered into by the Contractor in the performance of the Contract up to the date of the
Force Majeure event which have not been covered by the payments already made to the
Contractor.
50.
Law
50.1.
Unless otherwise agreed in writing between the parties this Contract shall be governed by
and construed in accordance with English law and the Contractor hereby irrevocably
submits to the exclusive jurisdiction of the English courts.
51.
Data quality
51.1.
Unless agreed to the contrary in writing, the Contractor shall ensure the information it
provides to the Authority from its own sources is accurate and shall use reasonable
endeavours to ensure the information it provides to the Authority from third parties is
accurate.
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49.2.
52.
Conflicts of interest
52.1.
The Contractor shall disclose to the Authority’s Representative any actual or potential
conflict of interest arising from the Contractor’s provision of the Services as soon as is
reasonably practical after becoming aware that such actual or potential conflict exists.
52.2.
Should the parties be unable to either remove the conflict of interest and/or to alleviate its
effect the Authority shall have the right to terminate the Contract in accordance with its
provisions.
52.3.
The Contractor shall immediately notify the Authority’s Representative of any
circumstances giving rise to or potentially giving rise to conflicts of interest relating to the
Contractor (including without limitation its reputation and standing) and/or the Authority of
which it is aware or anticipates may justify the Authority taking action to protect its
interests.
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53.
Reorganisation of the Authority arrangements
53.1.
In the event of the following occurring during the Contract period:
Significant reorganisation of the Authority (eg its incorporation into a larger authority,
its division into smaller authorities or its division among other authorities);
b)
Reorganisation of the Authority’s role which would require it to relinquish control of
the Contract either wholly or to an extent that it judged the remainder to render the
Contract to be no longer viable.
e
a)
The Authority shall have power to determine this Contract and any orders/commitments
hereunder by giving the Contractor not less than six (6) months written notice and upon
expiration of the notice the Contract shall be determined without prejudice to the rights of
the parties accrued to the date of determination. The Authority shall not be disadvantaged
either financially or in the level of service provided by the Contractor during the period of
notice.
53.3.
Should the Authority learn of proposals which may require it to invoke this clause it shall
advise the Contractor at the earliest opportunity in order that he may be aware of the
possibility.
53.4.
If any authority which takes over the Authority’s role in full or in part agrees to take over the
Contract in full or in part, the Contractor shall work with the new authority/authorities in
order to ensure an efficient assignment of the Contract and of the delivery of the Services.
54.
Reorganisation of contract arrangements
54.1.
Should a contract become available for the Authority to use and which offers the Authority
advantages over this Contract (eg better pricing or service provision), the Authority shall
have power to determine this Contract and any Call-off contracts hereunder by giving the
Contractor written notice and upon expiration of the notice the Contract shall be
determined without prejudice to the rights of the parties accrued to the date of
determination.
54.2.
Should the Authority learn of proposals which may require it to invoke this clause it shall
advise the Contractor at the earliest opportunity in order that he may be aware of the
possibility.
55.
Estimated requirements
55.1.
Any estimate of demand given to the Contractor is for guidance only and shall not form
part of the Contract.
55.2.
Any such estimates, if identified in the Contract documentation are liable to amendment.
The Authority’s final requirement shall be as identified in its official Service orders.
Sa
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pl
53.2.
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No undertaking of any form of statement, promise, representation or obligation shall be
deemed to have been made by the Authority and any other contracting body in respect of
the total quantities or values of the Services to be ordered by them pursuant to this
Contract and the Contractor acknowledges and agrees that it has not entered into this
Contract on the basis of any such undertaking, statement, promise or representation.
56.
The Pensions Act 2004 – Section 82
56.1.
The Authority may provide to the Contractor restricted information under Section 82 of the
Pensions Act 2004. The Contractor acknowledges that the Authority has drawn the
Contractor’s attention to Section 82 of the Pensions Act 2004 and the Contractor shall treat
all such restricted information fully in accordance with the provisions of the Pensions Act
2004. The Contractor acknowledges that disclosure of restricted information in
contravention of the Pensions Act 2004 is an offence.
57.
Expenses
57.1.
Claims for expenses should be shown where applicable as a separate item as part of the
invoice submitted to the Authority for payment within 6 months of the date of the receipt. A
detailed breakdown of all actual expenses claimed must be included. Estimates will not be
paid, supporting documentation (including receipts) will be required.
57.2.
All expenses claimed shall be in accordance with Schedule 3.
58.
Counterparts
58.1.
This Contract may be executed in several counterparts each of which shall be deemed an
original and all of which shall constitute one and the same instrument.
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55.3.
59.
Offers of employment
59.1.
For the Contract period and for a period of twelve (12) months thereafter, the Contractor
shall not employ or offer employment to any of the Authority’s staff without the Authority’s
prior written consent. The preceding sentence shall not apply if the Contractor employs or
offers employment to any of the Authority’s staff who have applied for a position with the
Contractor in response to a general recruitment campaign.
60.
Authority’s obligations
60.1.
The Authority shall use reasonable endeavours to provide to the Contractor all information,
services, facilities and responses reasonably required by the Contractor to provide the
Services.
61.
Ordering procedures
61.1.
If the Authority wishes to source requirements under the Framework then it shall follow the
ordering procedure set out in Schedule 2, the Contractor shall comply with the relevant
provisions in Schedule 2.
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No commitment
62.1.
Nothing in this Contract shall commit the Authority to serving any Service orders on the
Contractor or any other Framework supplier.
62.2.
The parties acknowledge and agree that, notwithstanding the provisions of this Contract,
the Authority is free to engage any other supplier to supply services (including services
similar to the Services) to the Authority and shall not be restricted hereby from engaging
any competitors of the Contractor.
63.
Disclosure of deliverables
63.1.
The rights of the Authority to disclose Deliverables to third parties in relation to particular
Assignments shall be as set out in the remaining provisions of this Clause 63 or as may be
otherwise agreed and set out in the relevant Service order.
63.2.
Whether the Authority owns the Intellectual property rights in any Deliverables or not,
nothing in this Contract shall be deemed or construed to prevent the Authority from
disclosing the Deliverables:
pl
as required by law or regulatory obligation;
b)
to any department, office or agency of the Crown Bodies;
m
a)
The Authority shall be free to make copies of Deliverables (or any parts thereof) in which it
owns the Intellectual property rights, available to any third party, including by way of
publication to the public. For the avoidance of doubt the Authority shall have no obligation
to seek the prior permission of or to otherwise notify the Contractor of any such disclosure.
Sa
63.3.
e
62.
63.4.
The Authority shall be free to make copies of Deliverables (or any parts thereof) in which
the Contractor (or its third party licensors) own the Intellectual property rights, available to
any third party referred to at Clause 63.2. The Authority shall have no obligation to seek
the prior permission of or to otherwise notify the Contractor of any such disclosure of any
Deliverables (or any parts thereof) if such disclosure is to any of the third parties referred
to at Clause 63.2.
63.5.
Unless set out to the contrary in any relevant Service order (which shall take precedence),
the Authority shall give the Contractor reasonable prior notice if it intends to disclose any
Deliverables (or any parts thereof) which are owned by the Contractor (or its third party
licensors) to any third party other than those referred to in Clause 63.2, and shall give due
consideration to any points raised by the Contractor in relation to such disclosure.
However, nothing in this Contract shall be deemed or construed to prevent the Authority
from disclosing the Deliverables (or any part thereof) to any third party.
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Where the Authority discloses the Deliverables to a third party, it shall do so in a manner
that makes clear the basis on which the Deliverables were produced, including any related
caveats and qualifications. The Authority shall not remove or amend any disclaimer(s)
regarding the Contractor having no duty of care to any third party or any such similar
statement(s) that the Contractor has included within the Deliverables. For the avoidance of
doubt, any disclaimer included within the Deliverables by the Contractor shall not act to
vary any of the terms of this Contract.
63.7.
The Authority shall be entitled to explicitly identify the Contractor as the provider of any
Deliverables when making any such Deliverables available to any third party, including to
the public.
63.8.
In no circumstances shall the Authority indemnify or otherwise be liable to the Contractor in
relation to any claim brought by a third party in relating to any disclosure of Deliverable(s)
or part thereof pursuant to Clause 63.
64.
Transparency
64.1.
The parties acknowledge that, except for any information which is exempt from disclosure
in accordance with the provisions for the FOIA, the content of the Contract is not
Confidential Information. The Authority shall be responsible for determining in its absolute
discretion whether any of the content of the Contract is exempt from disclosure in
accordance with the provisions of the FOIA. Notwithstanding any other term of this
Contract, the Contractor hereby gives his consent for the Authority to publish the Contract
in its entirety, (but with any information which is exempt from disclosure in accordance with
the provisions of the FOIA redacted) including from time to time agreed changes to the
contract, to the general public.
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63.6.
64.2.
The Authority may consult with the Contractor to inform its decision regarding any
exemptions and redactions but the Authority shall have the final decision in its absolute
discretion.
64.3.
The Contractor shall assist and cooperate with the Authority to enable the Authority to
publish this agreement.
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IN WITNESS of which this Contract has been duly executed by the parties.
Signed for and on behalf of The Pensions Regulator:
Signature:
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Print name:
Position:
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Date:
Signature:
Print name:
Sa
Position:
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Signed for and on behalf of …………………………….……………….. :
Date:
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Schedule 1: Charges
[Insert rates from tender]
[insert discount basis from tender]
[insert any other charges from tender]
The Charges for any Call-off contract shall not exceed the Applicable rates.
e
The Contractor shall ensure that those individuals put forward in Mini-tender responses and
involved in delivery of the Services at particular grades are consistent in terms of level of
experience, skills, and qualifications with those individuals who were identified as being
representative of those grades in the Tender.
Schedule 2: Call-off procedure
2.
m
Where the Authority wishes services to be provided under the Framework, it may either:
a)
providing no Special terms are required, select the Framework supplier for the
relevant Lot(s) with the most favourable Applicable rates, or where that Framework
supplier is unable to perform the Assignment, the Framework supplier with the next
most favourable Applicable rates, and so forth; or
b)
conduct a Mini-tender in which all relevant Framework suppliers will be invited to
submit a Mini-tender response.
Sa
1.
pl
Where travel and expenses are permitted under any Call-off contract, these shall be charged in
accordance with the Authority’s travel and expenses policy set out in Schedule 3.
As a guide only, the method set out in paragraph 2.1 is not anticipated to be used for
Assignments estimated by the Authority to be of a value in excess of five (5) thousand
pounds excluding VAT.
The following paragraphs relate to the case of a Mini-tender.
3.
The Authority shall issue a Mini-tender invitation to all Framework suppliers appointed to
the relevant Lot(s) of the Framework. The Mini-tender invitation shall be in a form to be
determined by the Authority, and shall include the following:
c)
The lot under which the Mini-tender is being conducted.
d)
The nominated contact for the Mini-tender.
e)
The Service specification and a statement of the Deliverables.
f)
Any acceptance criteria for the Services and Deliverables.
g)
Contract monitoring and cost management arrangements.
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The basis for the Charges (the Authority may require that the Charges to be on a
rates basis, capped basis, fixed fee, or other basis).
i)
Any Special terms including without limitation any variation to Clause 33
(‘INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF DISCLOSURE OF
DELIVERABLES TO THIRD PARTIES’)
j)
Location for delivery of the Services.
k)
Requirements of Mini-tender responses.
l)
The award criteria and weightings to be applied by the Authority in order to select the
winning (ie most economically advantageous) Mini-tender response.
e
h)
In the event the Contractor does not wish to respond to a Mini-tender Invitation, it shall
notify the Authority’s nominated contact by email within two (2) Working days. Otherwise,
the Contractor shall submit a Mini-tender response within five (5) Working days of receipt
of a Mini-tender invitation or such other period as may be specified in the Mini-tender
invitation. Mini-tender responses shall be valid for thirty (30) days from the date of
submission.
5.
The Contractor shall ensure that the Charges set out in any Mini-tender response in no
event exceed the Applicable rates.
6.
The Authority shall be entitled to reject any Mini-tender response that is not compliant with
the requirements set out in the Mini-tender invitation, or where in the Authority’s opinion
(acting reasonably) there is an actual or potential conflict of interest.
m
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7.
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4.
The criteria against which compliant Mini-tender responses will be assessed will include all
or some of the criteria set out in the following table, or will relate to such criteria. The
weightings for such criteria shall be consistent with the weighting ranges set out in the
following table:
Award criteria:
Weighting range:
Project leader and/or project team skill-set and experience
10 -30 %
Experience relevant to the specifics of the particular call-off
requirement
0 - 30 %
Demonstration of understanding of the issues and insight into the
requirement
0 – 20 %
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10 - 40 %
Suitability and credibility of the proposed schedule for delivering
the work.
0 – 30 %
Price/price risk.
30 – 70 %
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Proposed methodology, which may include inter alia compliance
with specification, use of appropriate tools/techniques/systems,
project management approach and project-specific procedures to
be applied
pl
The criteria shown in the above table may be broken down into related sub-criteria and weightings.
Notwithstanding that the Authority has followed a procedure as set out in this Schedule 2,
it shall be entitled at all times to decline to award a Service order.
9.
Service orders shall be in a form determined by the Authority, and shall include the
following:
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8.
Date;
b)
Purchase order reference (or where this is not given, it shall be provided by the
Authority within fourteen (14) Working days of issue of the Service order);
c)
Customer (which will be the Authority or PADA), customer’s address, and invoice
address;
d)
A statement incorporating the terms and conditions of the Contract;
e)
Nominated contact person;
f)
The Service Specification and a statement of the Deliverables;
g)
Any acceptance criteria for the Services and Deliverables;
h)
Date for start of provision of the Services;
i)
Date for completion of the Services;
j)
A project schedule and/or project milestones for delivery of the Services, if any;
k)
Contract monitoring and cost management arrangements;
l)
Any Special terms;
Sa
a)
m) Location for delivery of the Services;
General terms and conditions – Contract framework services
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General terms and conditions
of Contract Framework
Services
Either directly or by reference, details of the Contractor’s solution to delivering the
Services as set out in its Mini-tender response;
o)
Permitted Sub-contractors, if any;
p)
Key personnel, if any;
q)
The Charges;
r)
An acceptance section for completion by the successful Framework supplier,
signature of which will constitute entering into a legally binding contract; and
s)
Any Contractor IPR which is to vest in the Contractor.
t)
The Authority may engage with one or more Framework suppliers in advance of
conducting a Mini-tender to assist in defining the Service specification. In such cases,
the Authority shall ensure that the Service specification does not prejudice fair
competition.
pl
e
n)
m
Schedule 3: Travel and expenses policy
All claims must be accompanied by all receipts showing the items purchased.
Credit card receipts are not acceptable.
Sa
Day subsistence
This is claimable in the following circumstances:
Work outside of the office (minimum distance five (5) miles) for more than four (4) hours in a day.
The allowances claimable are detailed below:
Allowance:
Amount:
Reason:
Breakfast
Up to £5
Left home before 7am to work
away from office
Lunch
Up to £5
Evening meal
Up to £10
General terms and conditions – Contract framework services
Not able to return home by
8pm
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General terms and conditions
of Contract Framework
Services
Up to £2.50
Away from the office for four
(4) hours
Up to £5
Away from office for eight (8)
hours
Up to £7.50
Eight (8) hours or more
Night subsistence
e
Snacks and drinks
Amount:
Reason:
Hotel
Up to £115
Inner London
Up to £80
Outside London
m
pl
Allowance:
Sa
Claimable when needing to leave home before 7am or
returning later than 8pm
Lodging allowance
£31
Payable when away from
office or home for 30 or more
consecutive nights
Evening meal
Up to £25
This includes small tip and
VAT but no alcohol
Incidental expenses
£5
Newspapers and personal
telephone calls
General terms and conditions – Contract framework services
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General terms and conditions
of Contract Framework
Services
Public transport
Allowance:
Rail
Repayable in the following circumstances
there is no other suitable method of public transport;
•
you have to carry heavy luggage or equipment;
•
it is important to save time (you have to get to an urgent meeting);
•
you need to consider your personal safety (you are travelling late
at night or very early in the morning
e
•
pl
Taxis
Standard class travel is the normal rate claimable.
Permissible in the following instances:
•
more economical because of savings on subsistence and time;
•
more effective (a difficult journey is made easier by flying);
•
more expensive but the urgency of the journey justifies the extra
cost (an urgent meeting)
Sa
Air
m
First class is only claimable for journeys in excess of three (3) hours.
Car travel
Mileage rate of 25p per mile
General terms and conditions – Contract framework services
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