Standard terms and conditions for supply of goods and services

Definitions and Interpretation

1.1 In these Conditions:

“Approval” and “Approved”	Means the written consent of the council.
“Assets”	Means any items or Assets, other than land and buildings, issued or made available to the Contractor by the council in connection with this Contract.
“Commencement date”	Means the date specified in the Purchase Order.
“Confidential information”	Means: (a) any information belonging to either Party and which has been designated as confidential by that Party in writing or that ought reasonably be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person (including but not limited to information relating to any specific dwelling, tenant or service user of the council, employees of either Party and any information supplied by the Contractor under this Contract)); (b) trade secrets, Intellectual Property Rights and know-how of either Party; and (c) all personal data and sensitive personal data within the meaning of the Data Protection Legislation.
“Conditions”	Means these Terms and Conditions and optional clauses set out at schedule 1 of this Contract for the supply of the Goods and Services specified in the Purchase Order;
“Contract”	Means this written agreement between the council and the Contractor consisting of the purchasing order, these Conditions and the optional clauses at schedule 1;
“Contracting authority”	Means any Contracting Authority as defined in Regulation 2 of the Public Contracts Regulations 2015;
“Contractor”	Means the Contractor named in the Purchase Order;
“Council Premises”	Means: (a) any Premises which are proprietary to the council; and (b) the Premises.
“Crown Body”	Means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf.
“Data protection legislation”	Means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or Supervisory Authority and applicable to a Party.
“DBS Check”	Means the check issued by the Disclosure and Barring Service.
“Delivery date”	Means that date the Goods and Services must be delivered to the council, as specified on the Goods and Services Purchase Order or as agreed between the Parties .
“Delivery location”	Means the address at which the Goods and Services are to be delivered to the council, as specified in the Goods and Services Purchase Order or as agreed between the Parties.
“Equipment”	Means the Contractor’s Equipment, plant, materials or such other items supplied or used by the Contractor in the performance of its obligations under this Contract.
“Expiry date”	Means the date for expiry of the Contract as set out in the Purchase Order or as agreed between the Parties
“FOIA”	Means the Freedom of Information Act 2000.
“Fraud”	Means any offence under Laws creating offences in respect of Fraudulent acts or at common law in respect of Fraudulent acts in relation to this Contract or deFrauding or attempting to deFraud or conspiring to deFraud a Contracting Authority or the council.
“Good industry practice”	Means standards, practices, methods and procedures conforming to the law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances.
“Goods”	Means the Goods to be provided by the Contractor as set out in the Purchase Order or as agreed between the Parties beforehand
“Intellectual property rights” and “IPRs” “Goods”	Means patents, inventions, trademarks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including the United Kingdom) and the right to sue for passing off the Goods as set out in the Specification.
“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, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements of any Regulatory Body of which the Contractor is bound to comply. reference to any law as may be applicable to the Contractor in this Contract includes any statutory re-enactment or amendment that there may be to such law.
“Level 3 Line Item Detail”	Provides item by item details of a transaction splitting out the VAT element which eliminates the need for obtaining receipts or invoices.
“Purchase order”	Means the order placed with the Contractor through the council’s financial management system relating to the supply of the Goods and Services.
“Party” or “Parties”	Means the Contractor or the council separately and together as the context requires.
“Pre-existing IPR”	Shall mean any Intellectual Property Rights vested in or licensed to the council or the Contractor (as relevant) prior to or independently of the performance by the council or the Contractor of its obligations under this Contract and in respect of the council includes guidance, Specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs.
“Premises”	Means the Premises where the Goods and Services are to be provided (excluding the Contractor’s own Premises) as set out in the Specification (if any).
“Project-specific IPRs”	Means: (a) IPRs in the Services, provided by the Contractor (or by a third Party on behalf of the Contractor) specifically for the purposes of this Contract and all updates and amendments of these items; and (b) any other IPRs arising as a result of the provision of the Services by the Contractor under this Contract.
“Price”	Means the Price for the Goods and Services as specified in the Purchase Order.
“Quality Standards”	Means the Quality Standards published by the BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardisation or other reputable or equivalent body (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Contractor would reasonably and ordinarily be expected to comply with (as may be further detailed in the Specification) and any other Quality Standards set out in the Specification.
“Regulation”	Means Regulation (EU) 2016/679 of the European Parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
“Regulatory body”	Means any government department or regulatory, statutory or other entity, committee, ombudsman and body which, whether under statute, rules, Regulations, codes of practice or otherwise, is entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other affairs of the council.
“Services”	Means the Services to be provided by the Contractor as set out in the Purchase Order or as agreed between the Parties beforehand.
“Specification”	Means the description of the Goods and Services to be supplied under this Contract as set out in the Purchase Order or as agreed between the Parties beforehand;
“Staff”	Means all persons employed by the Contractor (together with the Contractor’s servants, agents, consultants, suppliers and sub-Contractors) to perform its obligations under this Contract.
“Supervisory authority”	Means the relevant Supervisory Authority in the territories where the Parties are established, which for the purpose of this Contract is the Information Commissioner’s Office or any replacement or successor body;
“Term”	Means the period from the Commencement Date to the date of expiry as set out in clause 2.
“UK Data Protection legislation”	Means all applicable legislation and regulatory requirements relevant to the Parties which are in force relating to the use of personal data and the privacy of electronic communications, including, without limitation, (i) any Data Protection Legislation in force in the United Kingdom including the Data Protection Act 2018 or any legislation which replaces it, and (ii) the Regulation;
“VAT”	Means value added tax in accordance with the provisions of the Value Added Tax Act 1994.
“Working day”	Means any day other than a Saturday or Sunday or public holiday in England and Wales.

1.2 In these Conditions, unless the context otherwise requires:

a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted;
b) any phrase introduced by the Terms include, including, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those Terms;
c) a reference to writing or written includes email;
d) any obligation on any Party not to do or omit anything shall include an obligation not to allow that thing to be done or omitted to be done; and
e) a reference to a clause means a clause of these Conditions.

2. Commencement

2.1 This Contract shall commence on the Commencement Date. The issue of a Purchase Order constitutes an offer by the council to purchase the Goods and Services subject to and in accordance with these Terms and Conditions.

2.2 The offer comprised in the Purchase Order shall be deemed to be accepted by the Contractor on receipt of the Purchase Order or delivery/completion of the Goods and Services to the council and shall expire automatically on the Expiry Date, unless it is otherwise Terminated in accordance with the provisions of this Contract or otherwise lawfully Terminated, or extended under clause 3.

3. Extension of Term

The provisions of paragraph A in Schedule 1 (optional clauses) shall apply if an extension to the Term is referred to in the Specification or agreed between the Parties prior to expiry of the Contract

4. Supply of the Goods and Services

Supply of Services

4.1 The Contractor shall perform the Services during the Term in consideration of payment of the Price and in accordance with:

a) the council’s requirements of the Specification, the law, Good Industry Practice and the provisions of this Contract;
b) the obligations implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 (where applicable); and
c) using best applicable techniques and standards, and reasonable care, skill and diligence.

4.2 The Contractor shall:

a) at all times comply with the Quality Standards;
b) where applicable, maintain accreditation with the relevant Quality Standards authorisation body;
c) where applicable, comply with the registration and regulatory compliance guidance of any relevant Regulatory Body; and
d) where applicable, respond to all requirements and enforcement actions issued from time to time by any relevant Regulatory Body.

4.3 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services.

4.4 The council may inspect and examine the manner in which the Contractor performs the Services during normal business hours on reasonable notice at any location at which the Services are provided.

4.5 If the council informs the Contractor in writing that the council reasonably believes that performance of any part of the Services does not meet the requirements of this Contract or differs in any way from those requirements, and this is other than as a result of a default by the council, the Contractor shall at its own expense re-schedule and carry out the Services in accordance with the requirements of this Contract within such reasonable time as may be specified by the council.

Supply of Goods

4.6 the Contractor shall supply the Goods during the Term in consideration of payment of the Price in accordance with the requirements of the Specification, the law, Good Industry Practice and the provisions of this Contract.

4.7 Timely supply of the Goods shall be of the essence of the Contract including in relation to commencing the supply of the Goods within the time agreed or on a specified date. if the Contractor fails to deliver the Goods on the Delivery Date the council may release itself from any obligation to accept/pay for the Goods and Terminate the Contract; in each case without prejudice to any other rights and remedies of the council.

4.8 The Contractor shall ensure that the Goods:

a) are installed in accordance with the Specification and any obligations implied by sections 12 to 14 of the Sale of Goods Act 1972 and section 2 of the Supply of Goods Act 1982;
b) comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. to the extent that the standard of Goods has not been specified in the Contract, the Contractor shall agree the relevant standard of the Goods with the council prior to the supply of the Goods and, in any event, the Contractor shall perform its obligations under this Contract in accordance with the law and Good Industry Practice;
c) are of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Contractor or made known to the Contractor by the council expressly or by implication;
d) are free from defects in design, material and workmanship and remain so for 12 months after delivery;
e) are fit for purpose for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the council;
f) operate in accordance with and correspond with the requirements set out in the Specification;
g) conform in all respects with all applicable Laws;
h) are properly packaged and marked in accordance with the Specification and the council’s instructions and any statutory requirements; and
i) are fully compatible with the council’s Equipment to the extent specified in the Specification.

4.9 The council may inspect and examine the Goods at any time before delivery at the Contractor’s Premises during normal business hours on reasonable notice.

4.10 The Contractor hereby guarantees the Goods for the period from the date of delivery to the date twelve (12) months thereafter against faulty materials or workmanship. If within such guarantee period or within twenty-five (25) Working Days thereafter the council gives notice in writing to the Contractor of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use, the Contractor shall (without prejudice to any other rights and remedies which the council may have) promptly remedy such defects (whether by repair or replacement as the council shall elect) free of charge.

Delivery

4.11 The Contractor shall deliver the Goods to the council on or by the Delivery Date to the Delivery Location.

4.12 Unless otherwise specified, delivery shall take place on a Working Day and during the council’s normal business hours and delivery shall be deemed completed once the council has signed for delivery on the completion of the unloading of the Goods at the Delivery Location.

4.13 Except as otherwise provided for in this Contract, delivery shall include the unloading, stacking or installation of the Goods by the Contractor or such persons duly authorised by the Contractor.

4.14 Delivery of the Goods shall be accompanied by a delivery note which shows the Goods delivered and, in the case of part delivery, the balance of the order to be delivered.

4.15 Where the Contractor fails to deliver the Goods in accordance with this clause 5 or the Goods (or any part of them) fail to comply with clause 4 or the requirements of the Specification, without affecting any of its other rights and remedies implied by statute, common law or otherwise, the council shall be entitled to:

a) request the Contractor, at the Contractor’s expense, to collect the Goods and deliver substitute Goods within the timescales specified by the council;
b) require the Contractor, at the Contractor’s expense, to repair or replace the rejected Goods or to provide a full refund of the Price paid for the rejected Goods within the timescale specified by the council; or
c) reject the Goods (in whole or part) and return them to the Contractor at the Contractor’s risk and expense and require the Contractor to refund the council in full for the Price paid for the rejected Goods within the timescale specified by the council.

4.16 Where the Contractor fails to meet any of the timescales detailed at clauses 4.15(a) to 4.15(c), the council shall be entitled to Terminate this Contract with immediate effect by providing notice to the Contractor in writing.

Ownership and risk

4.17 Without prejudice to any other rights or remedies of the council, ownership and risk in the Goods shall pass to the council at the time of acceptance of delivery:

a) without prejudice to the council’s right to reject the Goods if they are defective; and
b) provided that risk in any Goods rejected by the council shall revert back to the Contractor immediately upon notice being given by the council of such rejection.

5. Provision and removal of Equipment

5.1 Unless otherwise stated in the Specification, the Contractor shall provide all the Equipment necessary for the supply of the Services.

5.2 The Contractor shall not deliver any Equipment to any Council Premises without obtaining the council’s prior Approval, such Approval not to be unreasonably withheld.

5.3 All Equipment brought onto Council Premises shall be at the Contractor’s own risk and the council shall have no liability for any loss of or damage to any Equipment unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the council’s default. The Contractor shall provide for the haulage or carriage thereof to the relevant location and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto Council Premises will remain the property of the Contractor.

5.4 The Contractor shall maintain all items of Equipment located within Council Premises in a safe, serviceable and clean condition.

5.5 The Contractor shall, at the council’s written request, as soon as reasonably practicable:

a) remove from Council Premises any Equipment which in the reasonable opinion of the council is either hazardous, noxious or not in accordance with the Contract; and
b) replace such item with a suitable substitute item of Equipment.

5.6 At the end of the Term, the Contractor shall remove the Equipment together with any other materials used by the Contractor to supply the Services and shall leave Council Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to Council Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff.

6. Premises

The provisions of paragraph B of Schedule 1 (optional clauses) shall apply if Premises are referred to in the Specification.

7. Assets

The provisions of paragraph C of Schedule 1 (optional clauses) shall apply if Assets are referred to in the Specification.

8. Price and payment

8.1 In consideration of the Contractor’s performance of its obligations under this Contract, the council shall pay the Price in accordance with clause 8.2. The council shall, in addition to the Price and following receipt of a valid VAT invoice, pay the Contractor a sum equal to the VAT chargeable on the value of the Goods and Services in accordance with this Contract.

8.2 Subject to clause 9, the council shall pay all undisputed sums due to the Contractor in cleared funds within thirty (30) days of receipt of a valid invoice, submitted monthly in arrears.

8.3 The Contractor shall ensure that each invoice contains a breakdown of the Goods and Services provided that is supported by any documentation to allow the council to substantiate the invoice.

8.4 Interest shall be payable by the council on the late payment of any disputed sums of money properly invoiced at 2% above the Bank of England base rate.

8.5 Where the Contractor enters into a sub-Contract with a third Party supplier/Contractor to perform its obligations under this Contract, it shall ensure that a provision is included in such a sub-Contract which requires the Contractor to make payment of all sums due to the sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice.

8.6 If there is a dispute between the Parties as to the amount invoiced by the Contractor, the council shall pay the undisputed sum. Any disputed sum shall be resolved using the dispute resolution procedure detailed in clause 25.

8.7 Where any sum of money is recoverable from or payable by the Contractor, the council may unilaterally deduct that sum from any sum due (or which may at any later time become due) to the Contractor under this Contract or any other agreement with the council.

8.8 Any overpayment (whether of the Price or VAT) shall be a sum recoverable by the council from the Contractor, such sum to be paid by the Contractor within a reasonable time to such bank account as the council may direct from time to time.

9. Purchasing cards

If the Specification states that purchasing cards are to be used, the provisions of paragraph D of Schedule 1 (optional clauses) shall apply.

10. Faster payment discount

The provisions of paragraph E of Schedule 1 (optional clauses) shall apply if the Specification states that the Contractor is entitled to a faster payment discount.

11. Safeguarding

The provisions of paragraph F of Schedule 1 (optional clauses) shall apply if safeguarding is referred to in the Specification.

12. Disclosure and Barring Service

The provisions of paragraph G of Schedule 1 (optional clauses) shall apply if disclosure and barring is referred to in the Specification.

13. Liquidated damages

Not used.

14. Monitoring of contact performance

The Contractor shall comply with the Contract monitoring arrangements set out in the Specification.

15. Council’s obligations

Save as otherwise expressly provided, the obligations of the council under this Contract are obligations of the council in its capacity as a contracting counterParty and nothing in this Contract shall operate as an obligation upon, or in any other way fetter or constrain the council in any other capacity, nor shall the exercise by the council of its duties and powers in any other capacity lead to any liability under this Contract (howsoever arising) on the part of the council to the Contractor. Any instruction, caveat, or other exercise of duties and powers in any other capacity shall not be taken as an express or implied instruction under this Contract.

16. Confidentiality, transparency and publicity

16.1 Subject to clause 16.2, each Party shall:

a) treat all Confidential Information it receives from the other Party as confidential, safeguard it accordingly and not disclose it to any other person without the prior written consent of the other Party; and
b) not use or exploit the other Party’s Confidential Information in any way except for the purposes of carrying out its rights and obligations under this Contract.

16.2 Clause 16.1 shall not apply if:

16.2.1 the Confidential Information was in the possession of the Party making the disclosure without an obligation of confidentiality prior to its disclosure by the information owner;
16.2.2 the Confidential Information was obtained from a third Party without obligation an obligation of confidentiality;
16.2.3 the Confidential Information was already in the public domain at the time of disclosure other than in breach of this Contract;
16.2.4 the information was independently developed without access to the other Party’s Confidential Information; or
16.2.5 where disclosure of the Confidential Information is required by any applicable law or pursuant to the order of a court of competent jurisdiction.

16.3 Nothing in this Contract shall prevent the council disclosing the Contractor’s Confidential Information:

16.3.1 to any Crown Body or Contracting Authority, which shall be authorised to further disclose the Confidential Information to other crown bodies or contracting authorities on a confidential basis;
16.3.2 to any consultant, Contractor or other person engaged by the council or any person conducting an Office of government commerce gateway review; or
16.3.3 for any reason stated in clause 17.

16.4 The Contractor shall not make any press announcement or publicise anything to do with this Contract without the prior Approval of the council.

16.5 The Contractor shall not, and shall procure that its Staff, suppliers, sub-Contractors and professional advisers shall not, use any crest, logo, livery or trademark of the council without the council’s prior Approval.

17. Freedom of information

17.1 The Contractor acknowledges that the council is subject to the requirements of the FOIA and the Environmental Information Regulations 2004 and shall:

17.1.1 provide all necessary assistance and cooperation as reasonably requested by the council to enable the council to comply with its obligations under the FOIA and the Environmental Information Regulations 2004;
17.1.2 transfer to the council all requests for information relating to the Contract that it receives as soon as practicable and in any event within 2 Working Days of receipt;
17.1.3 provide the council with a copy of all Information belonging to the council requested in the request for information which is in its possession or control in the form that the council requires within 5 Working Days (or such other period as the council may reasonably specify) of the council's request for such information; and
17.1.4 not respond directly to a request for information unless authorised in writing to do so by the council.

17.2 The Contractor acknowledges that the council may be required under the FOIA and the Environmental Information Regulations 2004 to disclose information concerning the Contractor or the Goods and Services (including commercial information) without consulting or obtaining consent from the Contractor. In these circumstances the council shall, in accordance with any relevant guidance issued under the FOIA, take reasonable steps, where appropriate, to give the Contractor advance notice, or failing that, to draw the disclosure to the Contractor’s attention after any such disclosure.

17.3 Notwithstanding any other provision in the Contract, the council shall be responsible for deTermining in its absolute discretion whether any information relating to the Contractor or the Goods and Services is exempt from disclosure in accordance with the FOIA and the Environmental Information Regulations 2004.

18. Data protection

18.1 Where no personal data is to be processed under the Contract the following provisions apply –

18.1.1 For the purposes of this clause 18, the Terms processed and personal data shall have the meanings prescribed under the UK Data Protection Legislation.
18.1.2 The Parties do not anticipate that any personal data will be processed under this Contract. Both Parties shall in any event comply with their obligations under the UK Data Protection Legislation. If any personal data does need to be processed under this Contract both Parties will act reasonably and in good faith to put appropriate arrangements in place in compliance with the UK Data Protection Legislation.

18.2 Where the Contractor and the council are both acting as controllers the following provisions apply -

18.2.1 For the purposes of this clause 18, the Terms controller, processor, data subject, personal data, process(ing) and personal data breach shall have the meanings prescribed to them under the UK Data Protection Legislation.
18.2.2 The Parties agree that for the purposes of the UK Data Protection Legislation and with respect to their rights and obligations under the Contract, both shall be acting as controller. This clause 18 sets out the framework for the sharing of personal data between the Parties in the course of providing/receiving the Goods and Services (the “Agreed Purposes”).
18.2.3 Each Party shall comply with all applicable requirements imposed on a controller under the UK Data Protection Legislation and each Party shall:
- a) ensure that it has all notices and consents in place to enable lawful transfer of the personal data to the other Party and their authorised representatives for the Agreed Purposes;
- b) give full information to any data subject whose personal data may be processed under this Contract of the nature such processing. This includes giving notice that, on the Termination of this Contract, personal data relating to them may be retained by or, as the case may be, transferred to the other Party or their authorised representatives;
- c) process the personal data only for the Agreed Purposes;
- d) not disclose or allow access to the personal data to anyone other than the other Party or their authorised representatives;
- e) ensure any of its authorised representatives are subject to written contractual obligations concerning the personal data (including obligations of confidentiality) which are no less onerous than those imposed by this Contract;
- f) ensure that it has in place appropriate technical and organisational measures, reviewed and Approved by the other Party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
- g) not directly or indirectly disclose personal data received from the other Party to a country or organisation located outside of the UK unless the prior written consent of the other Party has been obtained.
18.2.4 Each Party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each Party shall:
- a) consult with the other Party about any notices given to data subjects in relation to the personal data;
- b) promptly inform the other Party about the receipt of any data subject access request;
- c) provide the other Party with reasonable assistance in complying with any data subject access request;
- d) not disclose or release any personal data in response to a data subject access request without first consulting the other Party wherever possible;
- e) assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
- f) notify the other Party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
- g) at the written direction of the other Party, delete or return personal data and copies thereof to the other Party on Termination of this Contract unless required by law to store the personal data;
- h) maintain complete and accurate records and information to demonstrate its compliance with this clause 18; and
- i) provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation.
18.2.5 Each Party shall indemnify the other Party against all liabilities costs, expenses, damages and losses suffered or incurred by the other Party as a result of breaching this clause 18.
18.2.6 The provisions of this clause 18 shall apply during the Term and indefinitely after its expiry.

18.3 Where the Contractor is acting as controllers the following provisions apply -

18.3.1 For the purposes of this clause 18, the Terms controller, processor, data subject, personal data, processing and personal data breach shall have the meanings prescribed under the UK Data Protection Legislation.
18.3.2 It is agreed and acknowledged by the Parties that where the Contractor processes personal data in performance of the Contractor’s obligations under this Contract, the Contractor carries out such processing as a controller, and not as a processor.
18.3.3 The Contractor will comply with all the requirements of the UK Data Protection Legislation.
18.3.4 The Contractor will notify the council of any personal data breach without undue delay and in any event not later than 24 hours after becoming aware of such breach.
18.3.5 Whenever the Contractor notifies the council of a personal data breach, the Contractor will provide the council with such information about the personal data breach as the council reasonably requires (including the nature of the personal data breach, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned), and provide the council with details of the likely consequences of such personal data breach, and the measures taken or proposed to be taken by the Contractor to address such personal data breach including, where appropriate, measures to mitigate its possible adverse effects.
18.3.6 It is agreed and acknowledged by the Parties that the transfer of the personal data by the Contractor to the council upon the expiry or other Termination of this Contract is necessary for the exercise of statutory functions conferred on the council, and that such transfer is lawful under the Data Protection Legislation, and therefore the Contractor will transfer such personal data to the council as aforesaid using an appropriately secure means of transfer. Following such transfer, the Contractor will delete any copy of such personal data unless required by law to continue to store such personal data.
18.3.7 The Contractor shall indemnify and keep indemnified the council in full from and against all claims, proceedings, actions, damages, costs, fines, expenses and any other liabilities which may arise out of, or in consequence of, a breach or purported breach of the Data Protection Legislation by the Contractor or the performance or non-performance by the Contractor of its obligations under this Contract in relation to the Data Protection Legislation, including financial loss. The Contractor shall not be responsible for any loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the council or by breach by the council of its obligations under this Contract.
18.3.8 The provisions of this clause 18 shall apply during the Term and indefinitely after its expiry.

18.4 Where the Contractor is acting as processor the following provisions apply -

18.4.1 For the purposes of this clause 18 the Terms controller, processor, data subject, personal data, processing and personal data breach shall have the meanings prescribed under the UK Data Protection Legislation.
18.4.2 The Parties agree that the council is the controller and the Contractor is the processor, and that the provisions of paragraph I of Schedule 1 (optional clauses) shall apply.
18.4.3 The provisions of this clause 18 shall apply during the Term and after its expiry for such period as the Contractor retains any personal data pursuant to this Contract.

19. Intellectual property rights

19.1 Save as granted elsewhere under this Contract, neither the council nor the Contractor shall acquire any right, title or interest in the other's Pre-Existing IPR

19.2 The Contractor shall not, and shall procure that the Staff shall not (except when necessary for the performance of the Contract), without prior Approval, use or disclose any council Pre-Existing IPR or the Project Specific IPRs to any third Party.

19.3 All title to and all rights and interest in the Project Specific IPRs shall vest in the council. The Contractor hereby assigns to the council, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and shall procure that the first owner of the Project Specific IPRs also does so.

19.4 The assignment under clause 19.3 shall either take effect on the date of this Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate.

19.5 The Contractor shall waive or procure a waiver of any moral rights in any copyright works assigned to the council under this Contract.

19.6 If requested to do so by the council, the Contractor shall without charge to the council execute all documents and do all such further acts as the council may require to perfect the assignment under clause 19.3 or shall procure that the owner of the Project Specific IPRs does so on the same basis.

19.7 The council hereby grants to the Contractor a non-exclusive, revocable, non-assignable licence to use the council Pre-Existing IPR and the Project Specific IPRs during the Contract period for the sole purpose of enabling the Contractor to provide the Services.

19.8 The Contractor hereby grants to the council a non-exclusive, revocable, non-assignable licence to use the Contractors Pre-Existing IPR during the Contract period for any purpose connected to the Services.

Third Party Intellectual Property Rights

19.9 Prior to using any third Party Intellectual Property Rights, the Contractor shall obtain the Approval of the council. The Contractor shall provide the council with details of any third Party licence required by the Contractor and the council in order for the Contractor to carry out its obligations under this Contract using the third Party Intellectual Property Rights. The council reserves the right to withhold Approval in the event that it does not agree to the Terms of the third Party licence or where any additional charges will be incurred.

19.10 Where the Contractor is granted Approval by the council to use third Party Intellectual Property Rights, the Contractor shall procure that the owner of such rights grants to the council a licence upon the Terms informed to the council when seeking the Approval.

19.11 The Contractor shall, during and after the Contract period, indemnify and keep indemnified and hold the council harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the council may suffer or incur as a result of any claim that the performance by the Contractor of the Services, or the receipt of the Services by or on behalf of the council, infringes or allegedly infringes a third Party's Intellectual Property Rights (“Claim”) except where the Claim arises from:

a) items or materials based upon designs supplied by the council; or
b) the use of data supplied by the council which is not required to be verified by the Contractor under any provision of this Contract.

19.12 The council shall notify the Contractor in writing of any Claim and the council shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Contractor:

a) shall consult the council 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 council; and
c) shall not settle or compromise the Claim without the council's prior Approval (not to be unreasonably withheld or delayed).

19.13 If a Claim is made in connection with this Contract or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall immediately notify the council and, at its own expense and subject to the consent of the council (not to be unreasonably withheld or delayed), use its best endeavours to:

a) modify the relevant part of the Services without reducing the performance or functionality of the same, or substitute alternative Services or deliverables of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified Services or deliverables or to the substitute Services or deliverables; 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 council,

and in the event that the Contractor is unable to comply with clauses 19.13 (a) or 19.13 (b) within 20 Working Days of receipt of the Contractor's notification the council may Terminate this Contract with immediate effect by notice in writing and the Contractor shall, upon demand, refund the council with all monies paid in respect of the Services that are subject to the claim.

19.14 In the event that a modification or substitution in accordance with clause 19.13 (a) is not possible so as to avoid the infringement, or the Contractor has been unable to procure a licence in accordance with clause 19.13 (b) the council shall be entitled to delete the relevant service from this Contract.

19.15 This clause 19 sets out the entire financial liability of the Contractor with regard to the infringement of any Intellectual Property Rights as a result of the provision of the Services hereunder. This shall not affect the Contractor's financial liability for other defaults or causes of action that may arise hereunder.

20. Worker treated as receiving earnings from employment

20.1 Where the Contractor is a self employed individual, a partnership, a Personal Service Company or an agency and the council has deTermined that the provisions of chapter 10 Part 2 of the ITEPA 2003 apply (worker treated as receiving earnings from employment) the provisions of paragraph J of Schedule 4 (optional clauses) shall apply.

21. Compliance with relevant Laws and policies

21.1 In performing its obligations under this Contract, the Contractor shall (and shall ensure its Staff shall) comply with:

21.1.1 all applicable Laws; and
21.1.2 any policies of the council relating to:
- 21.1.2.1 Fraud, corruption and bribery;
- 21.1.2.2 discrimination;
- 21.1.2.3 data protection;
- 21.1.2.4 human rights;
- 21.1.2.5 health and safety;
- 21.1.2.6 environmental requirements; and
- 21.1.2.7 anti-slavery and human trafficking.

21.2 The council may Terminate this Contract with immediate effect by giving written notice to the Contractor if the Contractor commits a breach of this clause 21.

22. Termination

22.1 Without affecting any other right or remedy available to it, the council may Terminate the whole of this Contract (or, if relevant, Terminate this Contract in respect of the affected part of the Goods and Services) with immediate effect by giving written notice to the Contractor if:

22.1.1 the Contractor breaches the Terms of this Contract and either:
- 22.1.1.1 such breach is, in the council’s reasonable opinion, remediable and remains unremedied to the reasonable satisfaction of the council for fifteen (15) Working Days; or
- 22.1.1.2 such breach is not capable of remedy in the council’s reasonable opinion; or
22.1.2 clause 21.2 applies; or
22.1.3 in respect of the Contractor, a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or enters into any other composition, scheme or arrangement with its creditors; or
22.1.4 in respect of the Contractor, a shareholders’ or members’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or
22.1.5 in respect of the Contractor, a winding up petition is filed or a winding up order is made or an application is made for the appointment of a provisional liquidator; or
22.1.6 a receiver, administrator, administrative receiver or similar officer is appointed over the whole or any part of the Contractor’s business or Assets; or
22.1.7 in respect of the Contractor, an application is made to court or an order is made for the appointment of an administrator or notice of intention to appoint an administrator is filed at court; or
22.1.8 the Contractor suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or
22.1.9 (where the Contractor is a small company within the meaning of section 382 of the Companies Act 2006) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986 in respect of the Contractor; or
22.1.10 the Contractor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
22.1.11 the holder of a floating charge over the Assets of the Contractor has become entitled to appoint or has appointed an administrator or administrative receiver.

22.2 The Contractor shall notify the council immediately if the Contractor undergoes a change of control within the meaning of section 450 of the Corporation Tax Act 2010 (change of control). The council may Terminate this Contract by notice in writing with immediate effect:

22.2.1 at any time within six months of being notified by the Contractor that a change of control has occurred; or
22.2.2 where no notification has been made, at any time after the date that the council becomes aware of the change of control; but shall not be permitted to Terminate where an Approval was granted prior to the change of control.

22.3 If the council fails to pay the Contractor any undisputed sums due, the Contractor may notify the council in writing of such failure to pay. If the council fails to pay such undisputed sums within sixty (60) Working Days of the date of such written notice, the Contractor may Terminate this Contract in writing with immediate effect, save that such right of Termination shall not apply where the failure to pay is due to the council exercising its rights under clause 8.7.

22.4 The council shall have the right to Terminate this Contract at any time by giving thirty (30) days’ written notice to the Contractor.

22.5 The council may Terminate this Contract at any time by giving fourteen (14) days written notice to the Contractor if any of the grounds for Termination set out in the Public Contracts Regulations 2015 occur.

22.6 Save as otherwise expressly provided in this Contract:

22.6.1 Termination or expiry of this Contract shall be without prejudice to any rights, remedies or obligations accrued under this Contract prior to Termination or expiry and nothing in this Contract shall prejudice the right of either Party to recover any amount outstanding at such Termination or expiry; and
22.6.2 Termination or expiry of this Contract shall not affect the continuing rights, remedies or obligations of the council or the Contractor under clauses 8, 16, 17, 18, 23 and 25, and any other provision of this Contract expressed to survive Termination or expiry.

22.7 On the expiry or Termination of this Contract for any reason, the Contractor shall immediately return to the council all Confidential Information and personal data to the council.

23. Liability

23.1 Nothing in this Contract shall be construed to limit or exclude either Party’s liability for:

a) death or personal injury caused by its negligence;
b) Fraud or Fraudulent misrepresentation;
c) any breach of any obligations implied by section 2 of the Supply of Goods and Services Act 1982;
d) any claim under clause 25;
e) any claim under the indemnities in clause 18; or
f) any breach by the Contractor of clause 21.

23.2 Subject to clauses 23.3 and 23.4, the Contractor shall indemnify the council and keep indemnified the council in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, the supply, or late or purported supply, of the Goods and Services or the performance or non-performance by the Contractor of its obligations under this Contract or the presence of the Contractor or any Staff on the Delivery Location, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Contractor, or any other loss which is caused directly or indirectly by any act or omission of the Contractor. The Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the council or by breach by the council of its obligations under the Contract.

23.3 Subject to clause 23.1, neither Party shall have any liability to the other for any:

23.3.1 loss of profits;
23.3.2 loss of business
23.3.3 loss of revenue;
23.3.4 loss of or damage to goodwill;
23.3.5 loss of savings (whether anticipated or otherwise); and
23.3.6 indirect or consequential loss or damage.

23.4 Subject to clause 23.1, the liability of either Party shall be limited to the following:

23.4.1 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 this Contract shall in no event exceed a sum equal to 150% of the charges paid or payable to the Contractor

24. Insurance

24.1 During the Term and for a period of six (6) years thereafter, the Contractor shall effect and maintain in force, with a reputable insurance company, product liability insurance, public liability insurance and employers’ liability insurance providing an adequate level of cover in respect of all risks and liabilities which may be incurred or arise in connection with the Contractor’s performance of obligations under this Contract.

24.2 The Contractor shall give the council, on request, copies of all insurance certificates, details of all policies and receipts/evidence of payment of the latest premiums to demonstrate that the appropriate level of cover is in place.

24.3 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances referred to in this clause 24, the council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor.

23.4 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under this Contract and it shall be the responsibility of the Contractor to deTermine the amount of insurance cover required to enable the Contractor to satisfy any liability that may arise under this Contract.

25. Warranties and representations

25.1 The Contractor warrants and represents that:

25.1.1 it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company or holding company) to enter into and perform its obligations under the Contract;
25.1.2 this Contract is executed by a duly authorised representative of the Contractor;
25.1.3 in entering into this Contract it has not committed any Fraud;
25.1.4 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its Assets which will or might affect its ability to perform its obligations under this Contract;
25.1.5 it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under this Contract;
25.1.6 no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s Assets or revenue; and
25.1.7 in the three (3) years prior to the date of this Contract:
25.1.8 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
- (i) it has been in full compliance with all applicable securities and tax Laws and Regulations in the jurisdiction in which it is established; and
- (ii) it has not done or omitted to do anything which could have an adverse effect on its Assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under this Contract.

26. Dispute resolution

26.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Contract and such efforts shall involve the escalation of the dispute to an appropriate senior representative of each Party.

26.2 If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 26.1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

26.3 If the Parties fail to appoint a mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the mediator being appointed, either Party may exercise any remedy it has under applicable law.

27. Force majeure

Neither Party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control and which are not attributable to any act of, or failure to take preventative action by, that Party. If the period of delay or non-performance continues for 30 days, the Party not affected may Terminate this Contract by giving written notice to the affected Party.

28. General

28.1 Notices:

28.1.1 Any notice or communication to be given to a Party under this contact shall be in writing, addressed to that Party at the address stated in the Purchase Order and shall be delivered personally, or sent by pre-paid first class post or other next day working delivery service, or email.
28.1.2 Provided the relevant notice or communication is not returned undelivered, it shall be deemed to have been given two (2) Working Days after the day on which it was posted or four (4) hours from confirmation of delivery (by whatever means) in the case of email or sooner where the other Party acknowledges receipt.
28.1.3 Either Party may change its address from which the Goods and Services are to be provided by serving notice under this clause 28.1.

28.2 Conflicts of interest:

28.2.1 The Contractor shall ensure that neither the Contractor nor any Staff are placed in a position where there is or may be an actual or potential conflict between interests of the Contractor and the duties owed to the council under this Contract. The Contractor shall promptly notify the council if any conflict arises or is reasonably foreseeable. The Contractor shall have five (5) Working Days from such a conflict arising to remedy the position to ensure the Contractor is able to properly perform its duties owed to the council under the provisions of this Contract.
28.2.2 Where the Contractor is unable to remedy any conflict referred to in clause 28.2.1 the council reserves the right to Terminate this Contract immediately by giving written notice to the Contractor. The actions of the council pursuant to this clause 28.2 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the council.

28.3 Cumulative remedies: Except as otherwise expressly provided by this 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.

28.4 Entire agreement:

28.4.1 This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them relating to its subject matter.
28.4.2 The Parties agree that they shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. The only remedy available to either Party for any such statements, representation, warranty or understanding shall be for breach of Contract under the Terms of the Contract.

28.5 Third Parties: Unless it expressly states otherwise, no one other than a Party to this Contract shall have any right to enforce any of its Terms.

28.6 No partnership and agency: Nothing in this Contract shall establish any partnership or joint venture between the Parties nor constitute any Party the agent of the other Party, and each Party confirms it is acting on its own behalf and not for the benefit of any other person or Party.

28.7 Assignment: The Contractor shall not assign, novate or sub-Contract or in any other way dispose of this Contract or any part of it without prior Approval.

28.8 Waiver: No failure by a Party to exercise, or delay by a Party in exercising, any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy, unless expressly stated as a waiver of such right or remedy.

28.9 Variation: The council may by written notice to the Contractor at any time request a variation to its requirements in respect of the Goods and Services provided that such variation does not amount to a material change to the Specification. In the event that the Contractor agrees to any such variation, the Price shall be subject to fair and reasonable adjustment to be agreed in writing between the council and the Contractor.

28.10 Severance: If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 28.10 shall not affect the validity and enforceability of the rest of the Contract.

28.11 Counterparts: This Contract may be executed in counterparts, each of which when executed and delivered shall constitute an original but all counterparts together shall constitute one and the same instrument.

28.12 Governing law and jurisdiction: English law governs the formation, interpretation, application and all other aspects of this Contract and English courts have exclusive jurisdiction for any type of dispute concerning this Contract.

Schedule 1 – Optional clauses

A Extension of Term

A1 The council may, by giving written notice to the Contractor prior to the last day of the Term, extend this Contract for a further period of time, as agreed between the Parties. Such extension provision may be taken up in full at the end of the Term, or for a shorter period on any number of occasions subject to written notice being given prior to the end of each extended period, and provided that the aggregate time that this Contract is extended for does not exceed period of time agreed between the Parties. The provisions of this Contract will apply throughout any such extended period.

A2 Prior to any extension period, the Parties shall enter into good faith negotiations and seek to agree any appropriate variation to the Price for such extension period. Any increase in Price shall not exceed the percentage change in the Office of National Statistics’ Consumer Prices Index (CPI).

A3 If a variation in the Price is agreed between the council and the Contractor, the revised Price shall apply during the relevant period of extension.

A4 If no variation to the Price is agreed, the Price applicable immediately prior to the relevant period of extension shall continue to apply during that period.

B Premises

B1 Save as the council may otherwise direct, the Contractor is deemed to have inspected the Premises before supplying the Goods and Services and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under this Contract.

B2 The remaining provisions of this paragraph B shall apply if any of the Premises are proprietary to the council.

B3 Any land or Premises made available from time to time to the Contractor by the council in connection with this Contract shall be made available to the Contractor on a non-exclusive licence basis and shall be used by the Contractor solely for the purpose of performing its obligations under this Contract. The Contractor shall have the use of such land or Council Premises as licensee and shall vacate the same on completion, Termination or abandonment of this Contract.

B4 The Contractor shall limit access to the land or Premises to such Staff as is necessary to enable it to perform its obligations under this Contract and the Contractor shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on such land or Premises as the council may reasonably request.

B5 Should the Contractor require modifications to the Premises, such modifications shall be subject to prior Approval and shall be carried out by the council at the Contractor’s expense. The council shall undertake modification work without undue delay. Ownership of such modifications shall rest with the council.

B6 The Contractor shall (and shall ensure that its Staff shall) observe and comply with such rules and Regulations as may be in force at any time for the use of such Premises and conduct of personnel at the Premises as deTermined by the council.

B7 The Contractor shall be responsible for, and shall pay to the council the cost of, making good any damage caused by the Contractor, its Staff or sub-Contractors other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed Equipment or fittings therein.

B8 The Parties agree that there is no intention on the part of the council to create a tenancy of any nature whatsoever in favour of the Contractor or its Staff and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Contract, the council retains the right at any time to use any Premises owned or occupied by it in any manner it sees fit.

C Assets

C1 Where the council issues Assets free of charge to the Contractor, such Assets shall be and remain the property of the council and the Contractor irrevocably licences the council and its agents to enter upon any Premises of the Contractor during normal business hours on reasonable notice to recover any such Assets. The Contractor shall not in any circumstances have a lien over or any other interest in the Assets and at all times the Contractor shall possess the Assets as fiduciary agent and bailee of the council. The Contractor shall take all reasonable steps to ensure that the title of the council to the Assets and the exclusion of any such lien or other interest are brought to the notice of all sub-Contractors and other appropriate persons and shall, at the council’s request, store the Assets separately and ensure that it is clearly identifiable as belonging to the council.

C2 The Assets shall be deemed to be in good condition when received by or on behalf of the Contractor unless the Contractor notifies the council otherwise within ten (10) Working Days of receipt.

C3 The Contractor shall maintain the Assets in good order and condition (excluding fair wear and tear), and shall use the Assets solely in connection with this Contract and for no other purpose without prior Approval.

C4 The Contractor shall ensure the security of all the Assets whilst in its possession, either on the Council Premises (including, if relevant the Premises) or elsewhere during the supply of the Goods and Services, in accordance with the council’s reasonable security requirements from time to time.

C5 The Contractor shall be liable for all loss of, or damage to, the Assets (excluding fair wear and tear), unless such loss or damage was caused by the council’s default. The Contractor shall inform the council within two (2) Working Days of becoming aware of any defects appearing in, or losses or damage occurring to, the Assets.

D Purchasing cards

D1 The Contractor shall be purchasing card enabled within 6 weeks of the Commencement Date unless otherwise agreed.

D2 If the Contractor fails to become purchasing card enabled to Level 3 Line Item Detail in accordance with paragraph D1 above the council reserves the right to:

extend the time period under paragraph D1 for the Contractor to become purchasing card enabled; and
suspend the delivery of the Goods and Services until such time that the Contractor has become purchasing card enabled; and
Terminate this Contract immediately by serving written notice to the Contractor.

D3 The council reserves the right to charge £12 for each transaction with the Contractor that is not via purchasing cards.

D4 Payments shall be made within four (4) Working Days directly from the council’s nominated bank.

D5 The Contractor shall not be allowed to include any costs/charges/transaction fees whatsoever in the amount charged to the council that the purchasing card company charge.

E Faster payment discount

E1 Notwithstanding clause 8.1, the council shall be entitled to reduce the sums due to the Contractor pursuant to clause 8.2 by the faster payment discount provided that the council pays such amounts to the Contractor in cleared funds before the expiry of the faster payment Term (which for the avoidance of doubt commences on receipt by the council of a valid invoice from the Contractor).

E2 The Contractor agrees that the Contract Price is subject to an early payment discount in consideration of payment by the council of valid invoices within a reduced timescale of receipt (rather than the standard thirty (30) days).

The faster payment discount is 1%.

The faster payment Term is ten (10) calendar days.

All invoices submitted in respect of the Contract Price shall include the following wording;

“A discount of 1% of the full Price applies if payment is made within 10 days of receipt of a valid invoice. No credit note will be issued. On payment you may only recover the VAT actually paid’ .”

E3 Notwithstanding the provisions of this paragraph E, the due date for the payment of the Price shall be thirty (30) days after receipt of a valid invoice.

F Safeguarding

F1 The Contractor shall comply with its obligations in respect to safeguarding as set out in the Specification and shall adhere to the council’s safeguarding policies.

F2 At the reasonable written request of the council and by no later than 10 Working Days following receipt of such request, the Contractor must provide evidence to the council that it is addressing any safeguarding concerns.

F3 If requested by the council, the Contractor shall participate in the development of any local multi-agency safeguarding quality indicators and plan.

G Disclosure and Barring Service

G1 Throughout the Term, the Contractor shall have in place and adhere to procedures for ascertaining whether persons who are or who are proposed to be involved in the supply of the Goods and Services have prior criminal convictions of any nature, subject always to the provisions of the Rehabilitation of Offenders Act 1974 and the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975. The Contractor shall ensure that all necessary Disclosure and Barring Service (“DBS”) checks have been carried out and shall exhibit proof of this to the council on reasonable request.

G2 The council shall have the right to treat any failure on the Contractor’s part to carry out DBS Checks referred to in this paragraph G as a fundamental breach of Contract and shall have the right to Terminate this Contract with immediate effect by notice in writing to the Contractor.

G3 The Contractor will at all times comply with the requirements of the DBS.

G4 The Contractor shall not be required to obtain DBS disclosure for employees who will only have contact with vulnerable persons on an ad hoc or irregular basis for short periods of time and who will be escorted at all times whilst on the Premises or whilst delivering the Goods and Services.

H Liquidated damages

Not used.

I Data processing Terms

I1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph I is in addition to, and does not relieve, remove or replace a Party’s obligations or rights under the Data Protection Legislation.

I2 Without prejudice to the generality of paragraph I1, the Contractor shall, in relation to any personal data processed in connection with the performance by the Contractor of its obligations under this Contract:

a) Process personal data only in accordance with the written instructions of the council unless the Contractor is required by any applicable law to process personal data in any other way (in which case the Contractor shall inform the council of such applicable law unless so informing the council is prohibited by law). Such instructions may include the council’s requirements with regard to transfers of personal data to a third country or an international organisation by the Contractor. The Contractor shall immediately inform the council if, in its opinion, any instruction of the council infringes the Data Protection Legislation. The Contractor agrees that none of the written instructions of the council infringes the Data Protection Legislation.
b) Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected. When assessing whether the measures are appropriate the Contractor shall have regard to to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and Services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident.
c) Ensure that all persons (including but not limited to Staff) authorised or permitted by the Contractor to process personal data have entered into binding agreements with the Contractor as regards confidentiality and such agreements will require in particular that such employees will not disclose, divulge or publish any of the personal data to any third Party except in accordance with this agreement or with the written instructions of the council.
d) Not engage another processor without prior specific written authorisation of the council, such authorisation not be unreasonably withheld or delayed. it shall be deemed to be reasonable for the council to withhold such authorisation unless and until such other processor has entered into a binding data protection agreement incorporating Terms that are substantially similar (and in any event no less onerous) that those contained in this paragraph I. Notwithstanding the completion of such binding agreement, the Contractor will remain fully liable to the council for any breach, non-performance or non-observance of this paragraph G by such other processor in the same way and to the same extent as if such breach, non-performance or non-observance had been committed by the Contractor.
e) Not transfer or otherwise directly or indirectly disclose personal data to a country or organisation located outside of the UK unless the prior written consent of the council has been obtained and the following Conditions are fulfilled:
- i) the council or the Contractor has provided appropriate safeguards in relation to the transfer;
- ii) the data subject has enforceable rights and legal remedies;
- iii) the Contractor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- iv) the Contractor complies with reasonable instructions notified to it in advance by the council with respect to the processing of the personal data.
f) Assist the council to fulfil its obligations with regard to responding to any request by data subjects to exercise any of their rights contained in the Data Protection Legislation and in particular the Contractor will:
- i) provide all relevant personal data to the council without undue delay and in any event within [5] days of receipt by the council of a request under Articles 15 to 22 of the Regulation.
- ii) provide to the council details of all recipients or categories of recipients to whom such personal data have been or will be disclosed, in particular recipients in third countries or international organisations, and details of appropriate safeguards in respect of transfers of personal data to such recipients in third countries or international organisations.
- iii) at the council’s request complete any incomplete personal data, including by means of storing a supplementary statement by the relevant data subject.
- iv) at the council’s request erase and delete any personal data.
- v) at the council’s request to implement a “restriction of Processing” as defined by the Regulation.
- vi) at the council’s request to communicate any rectification or erasure or restriction of processing of personal data to each recipient to whom the personal data have been disclosed by the Contractor, unless the council agrees that this is impossible or involves disproportionate effort, and the Contractor shall inform data subjects about those recipients if data subjects request this from the council.
g) Provide all reasonable assistance to the council in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the Regulation (to the extent they have effect in the UK) taking into account the nature of processing and the information available to the Contractor, and in particular the Contractor will:
- i) notify the council of any personal data breach (as defined in the Regulation) without undue delay and in any event not later than 24 hours after becoming aware of such breach, and if the Contractor fails to notify the council of any such breach within such time and as a result the council fail to notify such breach to the Information Commissioners Office (ICO) within 72 hours, the Contractor will provide the council with reasons for the Contractor’s delay.
- ii) whenever the Contractor notifies the council of a personal data breach as aforesaid, provide the council without undue delay with details of the nature of the personal data breach including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned, and provide the council with details of the likely consequences of the personal data breach, and the measures taken or proposed to be taken by the Contractor to address the personal data breach including, where appropriate, measures to mitigate its possible adverse effects.
- iii) implement such technical and organisational measures as may be required or recommended by the ICO in relation to the personal data breach, or to reduce risks arising from future similar processing.
- iv) at the request of the council, assist the council with the carrying out of a data protection impact assessment in the event that the council, acting reasonably, decides that such an assessment is necessary pursuant to Article 35 of the Regulation, and with any review to assess if processing is performed in accordance with such assessment.
- v) at the request of the council, assist the council with any consultation with the ICO in relation to such assessment, and implement all measures recommended by the ICO in any written advice which the ICO provides to the council.
- vi) at the direction and discretion of the council delete, return to the council or provide to the incoming Contractor all personal data upon the expiry or other Termination of this Contract, and the Contractor will thereafter delete any copy of such personal data unless required by law to continue to store such personal data.
- vii) maintain complete and accurate records and information to demonstrate its compliance with this paragraph G and the Data Protection Legislation, and make available such information and allow for audits by the council or the council’s mandated auditor for such purposes.

I3 If the Contractor infringes the Regulation by deTermining the purposes and means of processing, the Contractor shall be deemed to be a controller in respect of that processing.

I4 The Contractor shall indemnify and keep indemnified the council in full from and against all claims, proceedings, actions, damages, costs, fines, expenses and any other liabilities which may arise out of, or in consequence of, a breach or purported breach of the Data Protection Legislation by the Contractor or the performance or non-performance by the Contractor of its obligations under this Contract in relation to the Data Protection Legislation, including financial loss. The Contractor shall not be responsible for any loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the council or by breach by the council of its obligations under this Contract.

J Worker treated as receiving earnings from employment

J1 The Contractor acknowledges and agrees that the customer will, prior to making any payment of the Contract Price to the Contractor, make appropriate PAYE tax and national insurance deductions from the Contract Price.

J2 Where the Contractor is an Agency which, acting on behalf of the customer, engages and pays workers who operate through Personal Service Companies, Partnerships or as Self Employed Individuals then, subject to paragraph J3, the Contractor will pay the Personal Service Company, Partnerships or Self Employed Individual via the Contractor’s payroll system, and make the appropriate PAYE tax and national insurance deductions

J3 In the event that the Contractor referred to in paragraph J.1 provides the customer with accurate and timely information such that the customer is able to complete the HMRC’s Employment Status Service Digital Tool check in respect of the workers supplied by the Contractor and the customer deTermines that Chapter 10 Part 2 ITEPA 2003 does not apply, the Contractor will pay the Personal Service Company, Partnership or Self Employed Individual in accordance with the value of the invoice submitted by the Personal Service Company, Partnership or Self Employed Individual and paragraph J2 shall not apply

J4 For the purposes of this paragraph J, the following Terms shall have the meanings given to them below:

“Agency” means a person or business that engages workers on behalf of the Customer and is responsible for paying such workers;

“Employment Status Service Digital Tool” means the digital tool developed by HMRC to help Parties decide whether the provisions of ITEPA 2003 Part 2 Chapter 10 apply to the Personal Service Company, Partnership or Self Employed Individual;

“ITEPA 2003” means the Income Tax (Earnings and Pensions Act) (ITEPA) 2003;

“Partnership” means a partnership where the worker alone or with one or more relatives is entitled to 60% or more of the profits of the partnership or that most of the profits of the partnership derive from a single client or a single client together with associates of the client;

“Personal Service Company” means a limited company in which the worker alone, or with one or more associates of the worker has a material interest; a material interest is the beneficial ownership of, or the ability to control, directly or through the medium of other companies or by any other indirect means, more than 5% of the ordinary share capital of the company (s51 (4) Chapter 8 ITEPA 2003); and

“Self Employed Individual” means an individual worker engaged under a Contract for the provision of Services.

New website

Standard terms and conditions for supply of goods and services

Definitions and Interpretation

2. Commencement

3. Extension of Term

4. Supply of the Goods and Services

Supply of Services

Supply of Goods

Delivery

Ownership and risk

5. Provision and removal of Equipment

6. Premises

7. Assets

8. Price and payment

9. Purchasing cards

10. Faster payment discount

11. Safeguarding

12. Disclosure and Barring Service

13. Liquidated damages

14. Monitoring of contact performance

15. Council’s obligations

16. Confidentiality, transparency and publicity

17. Freedom of information

18. Data protection

19. Intellectual property rights

Third Party Intellectual Property Rights

20. Worker treated as receiving earnings from employment

21. Compliance with relevant Laws and policies

22. Termination

23. Liability

24. Insurance

25. Warranties and representations

26. Dispute resolution

27. Force majeure

28. General

Schedule 1 – Optional clauses

A Extension of Term

B Premises

C Assets

D Purchasing cards

E Faster payment discount

F Safeguarding

G Disclosure and Barring Service

H Liquidated damages

I Data processing Terms

J Worker treated as receiving earnings from employment