This Schedule 1 details the Services, services including ancillary works or goods, subject to this Framework
[The Services will consist of some or all of the Services listed and described in this Schedule 1, in the Provider’s
response to the document provided by the Provider to the Authority as part of the Provider’s response to the
invitation to tender for the Framework Agreement referred to as “ITT Annex A – Statement of Requirements”
and as set out in Annex 1 to each Call-off Contract made under this Framework Agreement consisting of a
completed Order Form and the Terms and Conditions including Annexes tailored to the specific requirements
identified and competed for in each relevant Order.]
(INSERT PROVIDERS ITT SUBMISSION HERE)
INSERT PROVIDERS RESPONSE TO SHOPPING BASKET AND SUBSEQUENT SCHOOL COSTING
clarification lot 2
Framework Award Criteria
Within the specification, each item or requirement has been allocated an evaluation criteria. Those
Mandatory - This provision must be available for the tender to be considered. – NOT SCORED
Essential - Whilst not mandatory, these facilities are expected to be within the tender and will be
weighted accordingly. – BASE LEVEL 0-10 X WEIGHTING (LOW = 1, MEDIUM = 2 & HIGH
= 3) FOR EACH ITEM
Desirable - These facilities would enhance the solution although they may or may not be
available. – BASE LEVEL 0-5 ONLY
Information - This provides information only and does not require a response. – NOT SCORED
The actual criteria is adjacent to each question in the requirements in schedule 1
Criterion Criterion Percentage Weightings (or rank
Number order of importance where
Shopping Basket 20% of total score
Schedule 1 ITT evaluation Total score possible 14640(all lots)
[INSERT RELEVANT PRICING ETC. MATRICES SUBMITTED IN PROVIDER'S TENDER FOR THE SERVICES
– STATE VAT POSITION]
The prices for the Services are set out in this Schedule and are subject to the terms of Clause 11.2 of the
[PRICING SLIDING SCALE]
[BULK BUYING DISCOUNT PROVISIONS]
[SERVICE SHORTCOMING RELATED PRICE ADJUSTMENTS]
Or Standard Local Authority Purchase Order
Process for Mini Competition
Outline of the Process
E2BN has already undertaken a fully competitive transparent and fair procurement of service suppliers under
what is known as a “framework agreement” or “framework”. Each chosen supplier has a contract with E2BN, a
framework agreement, under which the supplier agrees to provide specified services to specified standards at
specified prices when called on to do so. E2BN Schools are entitled to have the benefit of this framework. The
framework offers schools “best of breed” suppliers at considerable bulk buying discounts (E2BN procures
services for the East Anglian local authorities) and saves a great deal of delay, administration and cost by greatly
simplifying procurement of relevant services.
Each supplier offers their own particular take on the service requirements procured under the framework: Each
has their own brand style and ethos, pricing structure and service delivery platform. All have been chosen
because they meet or exceed Local Authorities considered and considerable requirements.
A local authority or one or more of its schools, “users,” can choose from amongst the framework suppliers
whichever of them is best suited to need bearing in mind price, service and service quality. For a modest
contract requirement costing less than a threshold choice can be simply a matter of selecting the supplier directly
from those available and offering that supplier a simple contract. For a more substantial requirement or for where
there is otherwise a concern to show that, say, the cheapest available solution that meets the requirement has
been chosen definitively and with full transparency (i.e. in most cases) the suppliers are asked to undertake what
is known as a “mini-competition”.
In a mini-competition the framework agreement, together with the specific terms and conditions (including price
and service standards) agreed by the supplier under the framework form the basis of each supplier’s offer which
is set out in a draft “call-off” contract specified by E2BN as agreed with the users. It is usual for the suppliers to
compete again on price and service quality which further enhances the value of the mini-competition exercise for
users. A call-off contract is entered into with the supplier that makes a service offer that best matches the service
requirement at the best price.
The framework agreement contract and terms and conditions for each supplier will be made available via the
E2BN site and on each individual supplier’s site. The draw-down contract and the evaluation criteria for selection
of the preferred supplier under the mini-competition will be agreed with users and confirmed to each supplier that
is invited to take part. The users, users’ choices and users’ decisions are of course central to all of this.
Mini-competition Process in More Detail
1. Establish the requirement. If you are a school or group of schools seek advice from your Local Authority ICT
and/or procurement departments.
2. Develop the mini-competition draft call-off contract and supplier evaluation criteria from generic materials,
a. Create a sufficient specification for the requirement;
b. Gather location information and contract dates, users and other systems required for integration and
other specific IT etc. requirements;
c. Create evaluation criteria using as a basis the criteria published by E2BN in procuring the framework.
The users may, if they wish to, use E2BN scores. The E2BN criteria will be available on the web site.
The users are able to vary the weightings of the published award criteria within, say, the range of 50%
and 200% (i.e. half or double their original tender weightings);
d. Decide on a return date for tenders (ensure this time period allows enough time for the company to do
justice to your requirements);
e. Decide who will be on the evaluation panel;
f. Modify the draft call-off contract so that it is tailored to the users’ requirement.
3. Decide which framework lot is appropriate.
4. Issue the mini-competition documentation to all capable suppliers on the relevant lot of the framework
agreement. The E2BN web site will assist customers in identifying which suppliers are capable of delivering the
5. Open the tenders received after the published deadline and evaluate tenders using the evaluation criteria.
6. Issue award or regret letters as appropriate to all the suppliers that have responded by providing tenders.
7. Place an order using the relevant framework standard document.
Additional steps for larger mini-competed orders
In addition to steps 1 – 7 above (and following the implementation of new requirements known as “the remedies
8.Users must include in each regret letter a summary of the reasons for the rejection of the tender, the
characteristics and relative advantages of the tender selected and the name of the successful supplier;
9. The award letter and the regret letters must confirm that the call-off contract will not be awarded for a few
days, known as the “standstill period” to give suppliers time in which to challenge the proposed award. The
standstill period must run for at least 10 calendar days between the date of despatch of this information and the
date on which it is proposed to enter into the call-off contract and place the order.
What are some of the benefits of running a mini-competition?
Mini-competitions are much faster and much less onerous than a full tender process.
There is no need to advertise the requirement in the European Journal (OJEU).
Although the basic contract terms will have been established by the framework a mini-competition enables the
users to refine their exact requirement.
Having a range of suppliers on the framework provides increased choice and further competition for and,
therefore, a better chance of achieving and showing that best value has been achieved through the discount
schemes offered under the framework agreement and any further discounts secured in the mini competition.
E2BN has already assessed the successful suppliers’ capacity and capability using the selection criteria bearing
in mind the needs of East Anglian councils and schools and the economic and financial standing, technical
capability and experience of each supplier. This saves users a lot of time and trouble.
The terms and conditions of the Framework agreement and the call-off contract are on the one hand agreed and
on the other for the supplier to accept. There is no need for customers to negotiate on contract terms with
What should be remembered when running a mini-competition?
EU Treaty-based principles including equal treatment, transparency and non-discrimination still apply to mini-
competitions and resulting call off contracts.
Frameworks do not create any contractual obligations but a call-off does. By placing a call-off contract with a
supplier from a framework the user/customer is making a commitment to purchase the specified goods/services
from that supplier.
By running a mini-competition the user is allowed to define its requirements within the basic structure of the
framework prior to making a call off, but the user can’t change the scope of the framework. This framework can’t
be used to purchase anything other than what has been published in the OJEU notice for the 3 lots the
Focus the mini-competition evaluation criteria on the actual requirement (i.e. the required service, delivery
timescales etc.). The user/customer need not and should not evaluate suppliers on e.g. the supplier’s economic
and financial standing, technical capability and experience because these have already been evaluated at the
framework selection stage.
Set reasonable timeframes for responses that reflect the complexity of the requirement. E2BN would recommend
at least two weeks for a simple product with little or no integration to other systems and for more complex
requirements including a number of schools, many other systems that need full integration and/or transfer at least
four weeks. This timescale is nothing compared to how long a procurement from scratch takes.
Maintain confidentiality as between suppliers until after the closing date (i.e. ask for sealed bids from suppliers
and only open bids after the tender deadline).
The award criteria and % applied to each order must be notified to the suppliers at the mini-competition stage.
The user should disclose to the suppliers every question any supplier asks and every response.
For more substantial call-offs under the framework that are above the relevant threshold the ten-day mandatory
standstill should be applied. The debrief for above threshold call-offs is the letter that is issued at the start of the
standstill period that includes a summary of the reasons for the rejection of the tender, the characteristics and
relative advantages of the tender selected and the name of the successful tender. The letter should also include
a precise statement of the exact standstill period applicable.
How does a customer provide feedback about a supplier?
Any comments should be raised directly with the supplier contact, and E2BN should be copied so that the E2BN
framework manager can check to ensure that it is resolved through the framework service reviews with the
E2BN FRAMEWORK AGREEMENT
OJEU2010/S 168-257885 ID AUG066443
Services Used By
Contact Ref: Ref: Phone: e-mail:
To be quoted on all correspondence relating to this Order:
Provider: [insert Provider's name]
For the attention
1. SERVICES, WORKS & GOODS REQUIREMENTS
Price Payable by [User]:
Milestones (if any):
Longstop Date (if any):
2. Supplemental Requirements and Variations
Supplemental Requirements in addition to the Call-Off Terms and Conditions:
The Call-Off Terms and Conditions as varied for this Order:
BY SIGNING AND RETURNING THIS ORDER FORM THE PROVIDER AGREES to enter a legally binding
contract with the Authority or the User making this Order to provide to the Ordered Services specified in this
Order Form (incorporating the rights and obligations in the Call-Off Terms and Conditions set out in the
Framework Agreement entered into by the Provider and the Authority on [ date ] as amended by this Order.
For and on behalf of the Provider:-
Name and Title
BY SIGNING AND ISSUING THIS ORDER FORM THE USER:
AGREES to enter a legally binding contract with the Provider in respect of the Ordered Services specified in this
Order Form (incorporating the rights and obligations in the Call-Off Terms and Conditions set out in the
Framework Agreement entered into by the Provider and the Authority on [ date ] as amended by this Order; and
WARRANTS that [there are no employees of the User or of any other person entitled to transfer their
employment to the Provider consequent on the Provider accepting the Order and entering into a contract with the
User thereby] [the details of relevant employees that will transfer to the Provider if the Provider signs and returns
this Order Form are as confirmed to the Provider with this Order Form]
The User for and on behalf of the Authority:-
Name and Title
Delete as appropriate: Users are referred to Clause 11 of the Call-Off Terms and Conditions and should take appropriate professional
advice as necessary before issuing the Order Form to the Provider.
CALL-OFF TERMS AND CONDITIONS
1. GENERAL PROVISIONS
In the Contract unless the context otherwise requires the following provisions shall have the meanings
given to them below:
“Acts” the Telecommunications Act 1984, the Computer
Misuse Act 1990, the Electronic Communications
Act 2001, the Communications Act 2003, the
Wireless Telegraphy Act 2006 as amended or
consolidated from time to time and other legislation
together with derived regulations, statutory
guidance, permissions and licences
“Auditor” the Authority’s or User’s auditor and “Audit” is
"Authority" East of England Broadband Network (Company
Number 04649057) whose principal place of
business is at Unit 1 Saltmore Farm New Inn Road
Hinxworth Hertfordshire SG7 5EZ
“Authority Data” (a) the data, text, drawings, diagrams, images
or sounds (together with any database made up of
any of these) which are embodied in any electronic,
magnetic, optical or tangible media, and which are:
(i) supplied to the Provider by or on behalf of a
User Body; or
(ii) which the Provider is required to generate,
process, store or transmit on behalf of a
User Body pursuant to this Contract, or
(b) any Personal Data for which any User Body or
any Board of Governors of any school
maintained or aided by such a User Body is the
“the Authority System” the Authority’s computing environments (consisting
of and including hardware, software and/or
telecommunications networks, equipment and
“Best Value Duty” the Provider’s duty to supply evidence of best value
in accordance with Annex 13
“Business Continuity Plan” Any plan prepared pursuant to Annex 16
“Change Procedure” the procedure for initiating any change under this
Contract and the required variation form as set out
in Clause 17
"Commencement Date" The date so described as set out in the Order Form
"Commercially Sensitive the information listed in the Annex so named
Information" comprising the information of a commercially
sensitive nature relating to the Provider and
designated as commercially sensitive information by
the Authority or User for the duration of this
"Confidential Information" (a) any information which has been designated
as confidential by either Party in writing or that
ought to 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, trade secrets, software
code and associated documentation, Intellectual
Property Rights and Know-How of either Party and
all personal data and sensitive personal data within
the meaning of the DPA; and
(b) the Commercially Sensitive Information
and does not include any information:-
(i) which was public knowledge at the time of
disclosure or any other confidential
obligation (otherwise than by breach of
Clause 22 (Confidential Information);
(ii) which was in the possession of the
receiving Party, without restriction as to its
disclosure, before receiving it from the
(iii) which is received from a third party (who
lawfully acquired it) without restriction as
to its disclosure; or
(iv) is independently developed without
access to the Confidential Information
“Consultancy” a Contract under which the Provider makes
Services available to the User that are fairly
characterised in everyday terms as having a
predominantly consultancy character and are
confirmed by the User as such on the relevant
"Contract" The call-off contract between the Authority and the
User made pursuant to the Framework Agreement
and consisting of the Order Form and these Terms
and Conditions (which include the attached
Annexes) (as may be amended in accordance with
“Contracting Authority” Any contracting authority as defined in Regulation 3
of the Public Contracts Regulations 2006
"Contract Period" The period from the:
(a) the date of commencement to the date of
expiry set out in the Order Form; or
(b) the expiry of an extended period pursuant
to Clause 2.2; or
(c) such earlier date of termination of the
Contract in accordance with the Law or the
provisions of the Contract
"Contract Price" the prices payable to the Provider by the User under
the Contract, as set in Annex 7 (Charging and
Invoicing), for the full and proper performance by
the Provider of its obligations under the Contract for
each of the Ordered Services provided
“Database” the rights in or to any databases developed and
supplied by the Provider to the Authority in
accordance with the terms of this Contract or any
databases created by the Authority pursuant to the
Authority’s use of the Services
“Data Controller” shall have the same meaning as set out in the DPA
“Data Subject” Shall have the same meaning as set out in the DPA
"Default" any breach of the obligations of the relevant Party
(including but not limited to fundamental breach or
breach of a fundamental term) or any other default,
act, omission, negligence or negligent statement of
the relevant Party or the Staff in connection with or
in relation to the subject-matter of the Contract and
in respect of which such Party is liable to the other
“Delay Payments” the amounts payable by the Provider to the
Authority in respect of a delay and specified in
Annex 7 (Charges and invoicing)
“Deposited Software” the Software the Source Code of which is to be
placed in escrow in accordance with this Contract
“Dispute Resolution Procedure” the procedure for resolving disputes between the
Parties as set out at Clause 46
"DPA" the Data Protection Act 1998 and any subordinate
legislation made under such Act from time to time
together with any guidance and/or codes of practice
issued by the Information Commissioner or relevant
government department in relation to such
“Effective Date” The date so described in the Order Form
“Employment Regulations” the Transfer of Undertakings (Protection of
Employment) Regulations 2006 (SI 2006/246) as
amended or replaced or any other regulations
relating to the safeguarding of employees’ rights in
the event of transfer of undertakings, businesses or
part of undertakings or businesses
“Enhanced CRB Check” the enhanced check to be undertaken with the
criminal records bureau
“Enhanced ISA Check” the outcome of complying with the statutory
requirement (as and when it comes into force and
as may be amended from time to time) to undertake
an ISA check in accordance with the Safeguarding
Vulnerable Groups Act 2006 (“the SVG Act”) and
the rules and regulations of the independent
organisation formed under the Act, the Independent
Safeguarding Authority (“ISA”) or any other
legislation or body having similar purposes
“Environmental Information the Environmental Information Regulations 2004
Regulations” together with any guidance and/or codes of practice
issued by the Information Commissioner or relevant
government department in relation to such
“Environmental Policy” the Authority’s environmental policies as set within
“E Safety Policy” the e-safety, child wellbeing safeguarding and
security policies and requirements as set out at
Annex 10 together with any documentation
published by the Authority relating to e-safety which
can be accessed via the Authority’s website at
“Exit Plan” the exit management plan which may be
implemented in accordance with Annex 18
"FOIA" 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 practice issued by the Information
Commissioner or relevant government department
in relation to such legislation
"Force Majeure" 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 fire;
flood; violent storm; pestilence; explosion; malicious
damage; armed conflict; acts of terrorism; nuclear,
biological or chemical warfare; or any other disaster,
natural or man-made, but excluding:
(a) any industrial action occurring within the
Provider's organisation including in any
employee, partner, associate, affiliate,
agent or contractor of theirs; or
(b) the failure by the Provider to perform its
obligations under any other contract; or
(c) any occurrence consequent in whole or in
part on the Provider being or delivering
any part of the means of their delivery of
the Services in a jurisdiction other than
"Framework Agreement" the framework agreement for the provision of
services and incidental works and goods between
the Authority and the Provider of which these Call-
Off Terms and Conditions are Schedule 5
“Guidance” any guidance issued or updated by the UK
Government from time to time in relation to the
“Hardware” collectively, the connectivity, computing and routing
systems and other hardware made available by the
Provider to enable the Ordered Services including
Third Party Hardware and which may be any or all
of the Services, as specified in Annex 1 or as
defined and described in the Order Form as
comprising all or part of the Ordered Services
“Implementation Plan” as applicable, the outline plan for the
implementation of the Services attached at Annex 5
or (if and when approved after the Project Initiation
Meeting) the detailed Implementation Plan
"Information" Has the meaning given under section 84 of the
“Insolvency Event” The occurrence of any of the following events (or
any event analogous to any of the following in a
jurisdiction other than England and Wales) in
relation to the relevant entity:
(a) the entity passing a resolution for its winding up
or a court of competent jurisdiction making an
order for the entity to be wound up or dissolved
or the entity being otherwise dissolved;
(b) the appointment of an administrator of or, the
making of an administration order in relation to
the entity or the appointment of a receiver or
administrative receiver of, or an encumbrancer
taking possession of or selling, the whole or
part of the entity's undertaking, assets, rights or
(c) the entity entering into an arrangement,
compromise or composition in satisfaction of its
debts with its creditors or any class of them or
takes steps to obtain a moratorium or makes an
application to a court of competent jurisdiction
for protection from its creditors;
(d) the entity being unable to pay its debts or being
capable of being deemed unable to pay its
debts within the meaning of section 123 of the
Insolvency Act 1986; or
(e) the entity entering into any arrangement,
compromise or compromise or composition in
satisfaction of its debts with its creditors;
however, a resolution by the relevant entity or a court
order that such entity be wound up for the purpose of
a bona fide reconstruction or amalgamation shall not
amount to an Insolvency Event
"Intellectual Property Rights" patents, inventions, trademarks, service marks,
and "IPRs" 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 but not limited to the United
Kingdom) and the right to sue for passing off
“IRU” indefeasible right to use
“Key Personnel” those individuals named as key personnel within
“Law” any applicable law, statute, European directive, bye-
law, regulation, order, regulatory policy, guidance or
industry code, rule of court or directives or
requirements of any Regulatory Body, delegated or
subordinate legislation or notice of any Regulatory
Body of and as applicable under the laws of
“Licence Terms” the licence terms set out in Annex 8
“Longstop Date” the date specified as the Longstop Date in the
Order Form and Implementation Plan (if applicable)
"Material Default" any Default which is a material breach of the
Contract and which is not remedied in accordance
with the provisions of the Contract
“Migration Plan” as applicable, the outline plan for the migration of
the Services attached at Annex 4 or (if and when
approved after the Project Initiation Meeting) the
detailed Migration Plan
“Milestone” an event or task described in the Implementation
Plan and Order Form
“Month” a calendar month
“Non English Law” any applicable law, statute, bye-law, regulation,
order, regulatory policy, guidance or industry code,
rule of court or directives or requirements of any
Regulatory Body, delegated or subordinate
legislation or notice of any Regulatory Body of and
applicable in any jurisdiction other than that of
England which has the effect of being applicable to
the services as though it was English Law.
“Operating Environment” the User System and the Sites
"Order" and “Order Form” the order submitted by the User to the Provider for
the Ordered Services in accordance with the
Framework Agreement, the Order Form being in
such form and with such content as the Authority
may from time to time prescribe and the Provider
“Ordered Services” the services required by a User from the Provider by
an Order Form and which may be any or all of the
Services as specified in Annex 1
"Parent Company" any company which is the ultimate holding company
(“holding company” bearing the same meaning as
set out in section 1159 Companies Act 2006) of the
Provider or any other company of which the ultimate
holding company of the Provider is also the ultimate
holding company and which is either responsible
directly or indirectly for the business activities of the
Provider or which is engaged by the same or similar
business to the Provider
"Party" and “Parties” Party means the Provider or the User that has made
the Order on the Order Form and Parties means the
Provider and the User
“Performance Reports” he reports required during the Contract Term as set
out at Clause 9.7 and Annex 14
“Personal Data” shall have the same meaning as set out in the DPA
"PQQ Response" the response submitted by the Provider to the pre-
qualification questionnaire issued by the Authority
"Pre-Existing IPR" any Intellectual Property Rights vested in or
licensed to the Authority or the Provider prior to or
independently of the performance by the Authority
or the Provider of their obligations under the
Contract and in respect of the Authority includes,
guidance, specifications, instructions, toolkits, plans,
data, drawings, databases, patents, patterns,
models and designs
“Process” has the meaning given to it under the DPA but, for
the purposes of this Contract, it shall include both
manual and automatic processing and “Processing”
shall be construed accordingly
“Project Initiation Meeting” the meeting between the Parties after the Contract
has been entered into and convened for purposes
including the drawing up a detailed Implementation
Plan and detailed Migration Plan
“Project Specific IPRs” (a) IPRs in items created by the Provider (or by a
third party on behalf of the Provider) specifically for
the purposes of this Contract and updates and
amendments of these items; and
(b) IPRs arising as a result of the performance of
the Provider’s obligations under this Contract
but which shall not include the Provider’s
Background IPRs, the Databases or the Specifically
"Provider" the person, firm or company with whom the User
enters into the Contract as identified in the Order
“Provider’s Background IPRs” (a) IPRs owned by the Provider before the Effective
Date, for example those subsisting in the Provider’s
standard development tools, program components
or standard code used in computer programming or
in physical or electronic media containing the
Provider’s know-how or generic business
(b) IPRs created by the Provider independently of
but excluding IPRs owned by the Provider
subsisting in the Provider Software
“Provider Group” the members of the group of companies in which
each company in the group is either the ultimate
parent or a 75% subsidiary (as defined by Section
151 Corporation Tax Act 2010) of its immediate
of which the Provider is a member,
all the companies of which are,
o registered as companies at
o resident in the United Kingdom, and
o subject to a requirement to make
returns under the Corporation Tax
“Provider Representative” the representative appointed by the Authority as
detailed in Annex 21
“Provider Software” software which is proprietary to the Provider,
including software which is or will be used by the
Provider for the purposes of providing the Services.
“Quality Plans” the Provider’s plan reflecting the quality
management systems as further described in
Clause 9 (Quality Assurance and Performance
“Regulations” the Public Contracts Regulations 2006 as amended
by the Public Contract (Amendment) Regulations
“Regulatory Body”” a government department or regulatory, statutory
and other entity, committee, ombudsman and body
which, whether under statute, rules, regulations,
codes of practice or otherwise, are entitled to
regulate, investigate, or influence the matters dealt
with in the Contract or any other affairs of the
Authority, User or Provider
“Replacement Provider” any third party service provider appointed by the
Authority to supply any services which are
substantially similar to any of the Services and
which the Authority receives in substitution for any
of the Services following the expiry or termination of
“Replacement Services” services provided by the Replacement Provider in
place of the Services
“Representatives” collectively, the User Representative and the
“Request for Information” shall have the meaning set out in the FOIA or the
Environmental Information Regulations as relevant
(where the meaning set out for the term “request”
shall apply) in respect of an actual or purported
request or a seeking of information on the footing
that the FOIA has application
“Required Action” has the meaning given to it in Clause 47.8.1
“Security Requirements” the User’s and Authority’s security safeguarding and
child safety and wellbeing requirements outlined in
“Services” the services, works and goods as defined in the
“Service Failure” a failure to deliver any part of the Services in
accordance with the Service Levels
“Service Levels” he levels of service required to be provided, as
prescribed in the Order Form or in Annex 2
“Service Hours” the daily duration where the Provider is required to
provide and maintain the Services and during which
service credits will be applicable, as set out in the
Order Form or Annex 2
“Services Description” the services description as set out in the Order
Form or in Annex 1
“Service Review Period” has any meaning given to it at clause 4.1 of Annex
“Sites” the premises from which the Ordered Services are
provided or from which a User manages, organises
or otherwise directs the provision or the use of the
Ordered Services or where any part of the Authority
System or User System is situated or where any
physical interface with the Authority System or User
System takes place
“Software” collectively, the Provider Software, the Specifically
Written Software and the Third Party Software
“Source Code” means computer programmes 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
“Specifically Written Software” any software created by the Provider (or by a third
party on behalf of the Provider) specifically for the
purposes of this Contract
“Staff” all persons employed or otherwise engaged by the
Provider to perform its obligations under the
Contract together with the Provider’s servants,
agents, suppliers and contractors used in the
performance of its obligations under the Contract
“Standards and Policies” the Authority Standards and Policies as specified in
“Statement of Requirements” the User’s statement of requirements as set out in
the Order Form or Annex 1
“Step-In Notice”, “Step-Out have the meanings given to them in Clause 48
Notice” and “Step-Out Date” (Step In Rights)
“Sub-Provider” a sub-contractor appointed by the Provider, in
accordance with Clause 32.1
"Tender" the document submitted by the Provider to the
Authority in response to the Authority's invitation to
suppliers for formal offers to supply it with the
Services pursuant to the Framework Agreement
“Terms and Conditions” these terms and conditions and the Annexes
attached to them as may be amended in
accordance with its terms and the terms of the
“Third Party Hardware” collectively, the connectivity, computing and routing
systems and other hardware made available to the
Provider by any third party and used by the Provider
to enable the Services
“Third Party Software” the software used for the provision of the Services
which is proprietary to any third party
“Transition Period” a period during which the Provider makes the
Services or part of them available to a User pending
a Replacement Provider or a User being sought to
commence or a Replacement Provider or a User
commencing to provide Replacement Services
during which a Transition Period Payment is due
from the User body to the Provider provided that
such period shall not be in excess of
3 months if the User or Authority shall
terminate the Contract for its own
Such period of time as is reasonably
necessary to the purposes of the User if
the Contract is terminated consequent on
any fault of or deficiency in the Provider
such period not to exceed 6 months,
save as the Parties may otherwise agree
“Transition Period Payment” a payment due from the User Body to the Provider
in respect of any Transition Period calculated and
payable as set out in Annex 7
“User” any User Body
“User Body” the Authority, any member of the Authority or any
other local authority or other public or other body
which the Authority has determined may enter into
a Call-Off Contract for Ordered Services under this
Agreement being a person properly entitled to do so
under the Regulations
“User Body Data” and “User the data held, managed and utilised by a User Body
Data” using the Database in accordance with the Contract
“User Representative” the representative appointed by the User as set out
in the Order Form
“User Software” software which is owned by or licensed to the User,
including software which is or will be used by the
Provider for the purposes of providing the Services
but excluding the Provider Software
“User System” the User’s computing environments (consisting of
and including hardware, software and/or
telecommunications networks, equipment and
“Variation” has the meaning given to it in Clause 17 (Variation)
“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
The interpretation and construction of the Contract shall be subject to the following provisions:
1.2.1 words importing the singular meaning include where the context so admits the plural meaning
and vice versa;
1.2.2 words importing any gender include all genders;
1.2.3 references to any statute, enactment, order, regulation or other similar instrument shall be
construed as a reference to the statute, enactment, order, regulation or instrument as amended
by any subsequent enactment, modification, order, regulation or instrument as subsequently
amended or re-enacted;
1.2.4 references to Clauses and Annexes are, unless otherwise provided, references to the clauses of
and annexes to these Call-Off Terms and Conditions;
1.2.5 references to any person shall include natural persons and partnerships, firms, statutory and
other incorporated bodies whatever their mode of incorporation and wherever situate and all
other legal persons of whatever kind and however constituted and their successors and
permitted assigns or transferees;
1.2.6 the words "include", "includes" and "including" are to be construed as if they were immediately
followed by the words "without limitation" unless it is explicitly and specifically stated otherwise;
1.2.7 headings are included in the Contract for ease of reference only and shall not affect the
interpretation or construction of the Contract; and
1.2.8 the Annexes to the extent they are completed by the Parties are integral to this Contract and in
the event and to the extent only of any conflict between the Clauses and the Annexes the
Clauses shall prevail over the Annexes.
2. Contract Period
2.1 The Contract shall commence on and shall terminate on the dates set out in the Order Form, unless it is
otherwise terminated in accordance with the provisions of the Contract, or otherwise lawfully terminated,
or extended to incorporate an extension period in accordance with Clause 2.2 below.
2.2 The User shall be entitled to extend the Contract by one or two twelve (12) month extension periods by
notifying the Provider in writing of such extension at least three (3) months in advance of the date on which
the Contract would otherwise expire and in such circumstances the Contract Price that shall apply during
any extension period shall be agreed pursuant to Annex 7. Notwithstanding the provisions of this Clause, in
no event shall the total duration of the Contract exceed four (4) years. The provisions of the Contract will
apply throughout any extension period granted in accordance with this Clause 2.2.
3. Provider's Status
3.1 At all times during the Contract Period the Provider shall be an independent Provider and nothing in the
Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture
between the Parties and, accordingly, neither Party shall be authorised to act in the name of, or on behalf
of, or otherwise bind the other Party save as expressly permitted by the terms of the Contract.
4. Service Implementation
4.1 The Provider shall provide the Services in accordance with the Implementation Plan.
4.2 If the Authority informs the Provider in writing that the Authority reasonably believes that any part of the
Services does not meet the requirements of the Contract or differs in any way from those requirements,
and this is other than as a result of a Default on the part of the Authority, the Provider shall review such
communication and make good faith efforts to resolve the issue. Any dispute regarding the delivery of
the Services shall be dealt with in accordance with Clause 46 (Disputes).
4.3 During the implementation period, the Provider shall liaise with the Authority’s other service providers as
notified in writing by the Authority and shall use all reasonable efforts to minimise any disruption to the
services provided by them and shall ensure the efficient migration of the Services in accordance with the
Migration Plan set out in Annex 4.
5. Implementation Delays
5.1 If at any time the Provider becomes aware that it will not (or is unlikely to) achieve any Milestone by the
relevant milestone date, it shall immediately notify the Authority of the fact of the delay as soon as
possible and in any event not later than ten (10) days after the initial notification under this Clause 5.1,
give the Authority full details in writing of:
5.1.1 the reasons of the delay; and
5.1.2 the consequence of the delay.
5.2 Irrespective of the cause of the delay, the Provider shall, at the Authority’s request, deploy additional
resources and take all reasonable steps to eliminate or mitigate the consequences of the delay. To the
extent that the delay is caused by the Authority, the Authority shall reimburse the Provider for the costs it
incurs in taking such reasonable steps.
5.3 Any disputes about or arising out of delays including which Party shall pay for remedy of them and to
what extent shall be resolved through the Dispute Resolution Procedure. Pending on the resolution of
the dispute both Parties shall continue to work to resolve the causes of, and mitigate the effect of, the
5.4 The Provider shall submit a written draft correction plan to the Authority where:
5.4.1 it becomes aware that it will not achieve a Milestone; or
5.4.2 it has failed to achieve a Milestone by its relevant milestone date.
5.5 The draft correction plan shall identify the issues arising out of the delay and the steps that the Provider
proposes to take to achieve the Milestone in accordance with this Contract.
5.6 The draft correction plan shall be submitted to the Authority for its approval as soon as possible and in
any event not later than twenty (20) days (or such other period as the Authority may permit and notify to
the Provider in writing) after the initial notification under Clause 5.1.
5.7 The Authority shall not withhold its approval of the draft correction plan unreasonably. If the Authority
does not approve the draft correction plan it shall inform the Provider of its reasons and the Provider
shall take those reasons into account in the preparation of a further draft of the correction plan, which
shall be resubmitted to the Authority within ten (10) Working Days of the rejection of the first draft.
5.8 The Provider shall comply with its correction plan following its approval by the Authority.
5.9 If the Authority reasonably believes at any time before the Longstop Date that the Provider will not
achieve the commencement of the Services on or before the Longstop Date then it may, in its sole
discretion and acting reasonably:
5.9.1 require the Provider to submit a correction plan in accordance with the provisions of Clause 5;
5.9.2 following a period of not less than thirty (30) days consultation with the Provider, terminate this
Contract for the Provider’s Default if the Provider has not commenced the Services by the
Longstop Date and the Authority shall be entitled to treat this failure as being irremediable; or
5.9.2 extend the Longstop Date.
5.10 If the Provider fails to comply with the requirements set out in Clause 5.9.1 because:
5.10.1 the Provider does not submit or resubmit a correction plan for approval within the required
timescale or at all;
5.10.2 the Authority does not approve the proposed correction plan following the second submission of
that plan; or
5.10.3 the Provider fails to comply with its obligations under the correction plan,
then the Authority may terminate the Contract for the Provider's Default and the Authority shall be
entitled to treat this failure as being irremediable.
6.1 Any testing of the Services shall be carried out in accordance with the provisions of Annex 6 or the
provisions of any further testing procedures as may be agreed in writing by the Parties.
7. Service Supply
7.1 The Provider shall supply the Ordered Services to the User in accordance with the Contract using such
Hardware and Software as shall be necessary.
7.2 The Provider shall ensure that the Ordered Services comply with:
7.2.1 the terms of the Contract;
7.2.2 the Authority’s and User’s Statement of Requirements, Service Description, Service Levels and
7.2.3 the Best Value Duty;
7.2.4 the Provider’s own established procedures and practices;
7.2.5 the Security Requirements;
7.2.6 the Quality Plans;
7.2.7 any applicable health and safety standards as made available to the Provider by the
Authority or User;
7.2.8 the Law and with Non English Law so far as applicable.
7.3 The Provider shall use reasonable endeavours to ensure that the Services are capable at all times of
provision through the Authority System and User System to the extent necessary to achieve the Service
Levels, save where:
7.3.1 any fault in the Authority System or User System prevents the ability of the Provider to provide
the Services; or
7.3.1 the Authority System or User System does not meet the required system specifications, as
agreed by the parties from time to time, for the provision of the Services.
8. Service Levels, Standards and Policies
8.1 The Provider shall use reasonable endeavours to provide the Ordered Services to meet or exceed the
Service Levels at all times and shall comply with the Standards and Policies in performing its obligations
under this Contract.
8.2 If there is a Service Failure or if the Provider believes that there is a Service Failure, the Provider shall
comply with the terms of Annex 2 and Service Credits will apply in accordance with Annex 2.
9. Quality Assurance and Performance Monitoring
9.1 The Provider shall develop, within 30 Working Days of the Effective Date, and then implement Quality
Plans that amongst other things shall ensure:
9.1.1 that all aspects of the Ordered Services are the subject of satisfactory and sufficient quality
9.1.2 the Ordered Services are consistent with ISO 9001:2000, or any equivalent standard including
ISO 9001:2008 which is or becomes generally recognised as having replaced ISO 9001:2000;
9.1.3 all aspects of the Ordered Services conform with the requirements of the Acts;
9.1.4 the Ordered Services conform to or exceed the standards set out in the Service Levels; and
9.1.5 good industry practice meaning standards, practices, methods and procedures conforming to the
Acts and generally to Law exercising that degree of skill and care diligence prudence and
foresight which is reasonably and ordinarily expected from a skilled and experienced person
engaged in a similar type of undertaking under the same or similar circumstances.
9.2 The Provider shall obtain the User Representative’s written approval of the Quality Plans developed
pursuant to Clause 9.1 before beginning their implementation; such approval shall not be unreasonably
withheld or delayed. The Provider acknowledges and accepts that the User's approval shall not act as
an endorsement of the Quality Plans and shall not relieve the Provider of its responsibility for ensuring
that the Ordered Services are provided to the standard required by this Contract.
9.3 The Provider shall procure that the Ordered Services are carried out in compliance with the Quality
9.4 Any changes to the Quality Plans shall be agreed in accordance with the Change Procedure.
10. Services Improvement
10.1 The Provider shall identify and report to the Authority once every 6 months during the Contract Period
10.1.1 the emergence of new and evolving relevant technologies which could improve the
10.1.2 new or potential improvements to the Services;
10.1.3 new or potential improvements to the interfaces or integration of the Services with other services
provided by third parties or the Authority; and/or
10.1.4 changes in business processes and ways of working that would enable the Services to be
delivered at lower costs and/or at greater benefits to the Authority.
10.2 If the Authority wishes to incorporate any improvement to the Services the Authority shall comply with
the Change Procedure.
11. Transferring Employees
11.1 When a User Body completes an Order Form the User Body shall in the form and with the content
11.1.1 warrant that there are no employees of the User Body or of any other person entitled to transfer
their employment to the Provider consequent on the Provider accepting the Order and entering
into a Contract thereby, or
11.1.2 warrant relevant Transferring Employees’ Details.
11.2 If a User Body has either given a warranty under Clause 11.1.1 or Clause 11.1.2 and it nevertheless
transpires there are Transferring Employees not disclosed as warranted other than because of any
action or inaction by the Provider the User Body shall provide the Transferring Employees’ Details to the
Provider in a timely manner and hold the Provider harmless for the costs directly attributable and
reasonably incurred by the Provider.
11.3 If the User Body has given a warranty under 11.1.2 the Provider shall be entitled to;
11.3.1 accept the Order and enter into a Contract accordingly,
11.3.2 refuse the Order and not enter into a Contract accordingly,
11.3.3 undertake such enquiries of the User Body as the Provider considers are reasonably necessary
in the context and either decline the Order or propose to the User Body an addition to the Contract Price.
11.4 If the Provider seeks to undertake enquiries under Clause 11.3.3 the User Body may withdraw their
11.5 If the Provider proposes an addition to the Contract Price under Clause 11.3.3 the User Body may either
withdraw their Order or revise their Order Form to accept the addition to the Contract Price provided for
by Clause 11.3.3.
11.6 The Provider warrants that there are no Transferring Employees of the Provider or of any other person
entitled to transfer their employment to any User Body or at any cost to any User Body consequent on
the Provider accepting the Order and entering into a Contract except as otherwise provided for in this
Clause 11 and if nevertheless it transpires there are such Transferring Employees of the Provider other
than because of any action or inaction by a User Body the Provider shall provide the Transferring
Employees’ Details to the User Body in a timely manner and hold the User Body harmless for the costs
directly attributable and reasonably incurred by the User Body.,
11.7 Each Party shall pay their own costs in meeting their obligations under this Clause 11, shall mitigate the
costs of any Party other so far as reasonably able to do so and consult together as necessary in order to
do so. Any amount or any part of any amount due under this Clause 11 shall be paid not more than
twenty Working Days after their quantum is agreed or is evidently not in dispute.
11.8 In this Clause 11:
“Transferring Employees” means any personnel whose employment transfers and to which this Clause
11 applies pursuant to the Employment Regulations or otherwise; and
“Transferring Employees’ Details” means;
11.8.1 the total number of persons who are Transferring Employees;
11.8.2 the age, gender, salary or other remuneration, future pay settlements and redundancy and
pensions entitlements of the Transferring Employees;
11.8.3 the terms and conditions of employment/engagement of the Transferring Employees, their job
titles and qualifications;
11.2.4 details of any current disciplinary or grievance proceedings ongoing or circumstances likely to
give rise to such proceedings and details of any claims current or threatened; and
11.2.5 details of all collective agreements with a brief summary of the current state of negotiations with
such bodies and with details of any current industrial disputes and claims for recognition by any
11.2.6 such other details as may be reasonably requested by the User Body or Provider.
12.1 Each Party appoints the persons named as such in Annex 21 (Key Personnel) as the Authority
Representative and the Provider Representative respectively. Each Representative shall have the
authority to act on behalf of their respective Party on the matters set out in, or in connection with, this
Contract. Either Party may, by further written notice to the other Party, revoke or amend the authority of
its Representative or appoint a new Representative.
12.2 The respective Representatives shall be sufficiently senior within the organisation of the appointing
Party, and granted sufficient authority by that Party, to ensure full cooperation in relation to the operation
and the management of this Contract.
13. Access to and Inspection of the Operating Environment
13.1 Save as the User may otherwise direct and subject to the Provider being given necessary access to the
Operating Environment, the Provider is deemed to have inspected the Operating Environment and has
advised the User of any aspect of the Operating Environment that is not suitable for the provision of the
Ordered Services. All actions necessary to remedy all unsuitable aspects of the Operating Environment
and details of which party is responsible for each action, together with a timetable for and the costs of
those actions (if any), have been specified in the Implementation Plan.
13.2 If at any time after commencement of the Ordered Services any Aspect of the Operating Environment is
not suitable for the provision of the Ordered Services the Provider shall notify the User of all actions
necessary to remedy all unsuitable aspects of the Operating Environment and details of which Party is
responsible for each action, together with a timetable for and the costs and allocation as between Parties
of the costs of those actions (if any). The User shall on receipt of notice from the Provider either agree
and implement what the notice provides for or notify the Provider that it should progress the matter by
means of the Change Procedure.
13.3 The User and at the request of the User the Provider shall endeavour to procure from landlords or other
interested parties all consents, licences including licences to enter premises, wayleaves, permits,
facilities, services, security and access necessary to the installation, provision and maintenance of the
Ordered Services and notify the Provider of any restrictions including of working hours reasonably
applicable from time to time. The Provider shall not be guilty of any Service Failure on account of any
failure to comply with the provisions of this Clause 13.3 that is not the fault of the Provider.
14. Offers of Employment
For the duration of the Contract and for a period of twelve (12) months thereafter neither the User nor the
Provider shall employ or offer employment to any of the other Party's staff who have been associated
with the procurement and/or the contract management of the Services without that other Party's prior
written consent save for as a result of a nationally advertised recruitment campaign not targeted on a
User Body Staff or by virtue of the operation of Clause 11.
15. Payment and Contract Price
15.1 In consideration of the Provider's performance of its obligations under the Contract, the User shall pay
the Contract Price in accordance with this Clause 15, the Order Form and the provisions of Annex 7.
15.2 Following evidence of a valid VAT invoice, each Party shall pay the other a sum equal to the VAT
chargeable on and in addition to the value of any consideration in accordance with the Contract.
15.3 In the event that an invoice contains any inaccuracies, the User shall pay all sums due to the Provider
within thirty (30) days of the date on which the Parties agree upon the invoice.
15.4 In the event that a dispute arises in relation to an invoice payment shall not be made in relation to the
disputed sum until the dispute is resolved in accordance with the Dispute Resolution Procedure.
15.5 The Provider shall ensure that each invoice contains a detailed breakdown of the works, goods and
services comprised in the Ordered Services supplied and that it is supported by any other documentation
reasonably required by the User to substantiate the invoice.
15.6 Where the Provider enters into contract with a supplier or provider for the purpose of performing its
obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which
requires payment to be made of all sums due by the Provider to the sub-Provider within a specified
period not exceeding thirty (30) days from the receipt of a valid invoice.
15.7 Subject always to Clause 15.8 and 15.9 the Provider shall indemnify a User Body on a continuing basis
against any liability, including any interest, penalties or costs incurred, which is levied, demanded or
assessed on any User Body at any time in respect of the Provider's failure to account for or to pay any
VAT relating consideration given to the Provider under the Contract. Any amounts due under this Clause
15.7 shall be paid by the Provider not less than five (5) Working Days before the date upon which the tax
or other liability is payable by the Authority or User.
15.8 No Party giving any consideration under this Contract (in this Clause 15 the “Party”) shall be obliged to
pay to the other Party (in this Clause 15 the “Other”) any VAT incurred by the Other consequent on any
retrospective revision to the VAT treatment of any consideration given to the Other under this Contract if
the Other shall have previously issued a VAT invoice to the Party in respect of the consideration.
15.9 If a Party is in receipt of or may become in receipt of any refund or other payment of or in respect of VAT
in respect of any consideration given by the Other the Party shall engage the Other in dialogue, the
Parties shall seek to work together to optimise their respective positions in the matter each acting in good
faith and each meeting such costs as each should fairly bear having regard to respective advantage.
15.10 Wherever under the Contract any sum of money is recoverable from or payable by the Provider
(including any sum which the Provider is liable to pay to the Authority in respect of any breach of the
Contract), the User may unilaterally deduct that sum from any sum then due, or which at any later time
may become due to the Provider under the Contract or under any other agreement or contract with the
15.11 Subject to Clause 15.9 any overpayment by an Other, whether of the Contract Price or of VAT or
otherwise, shall be a sum of money recoverable by the Other from the Party in receipt of the
overpayment. A User Body may set off any claims it has against the Provider against any sums or other
considerations it owes the Provider.
15.12 Any payments due on termination shall be paid in accordance with Annex 17.
15.13 All consideration given under this Contract shall be expressed exclusive of any VAT due thereon
15.14 The Provider shall ensure that at all times the Software complies with all applicable Law, the Provider
making necessary Software amendments at the Provider’s cost save that The Provider reserves the right
to charge for any Software amendment that is necessary as a result of;
(a) a legislative change which is not part of the issued Product Development Plan and which causes
the User to have to require an amendment in order for the User to be able to comply with the
Law pertaining to the User’s business and undertaking, or
(b) is otherwise a Software amendment requested specifically by the Authority or the User, and
any such Software amendment shall be agreed and implemented using the procedure set out at Clause 17
(Change Control) suitably modified.
16.1 The Provider shall not unlawfully discriminate within the meaning and scope of any applicable law,
enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability,
sexual orientation, age or otherwise).
16.2 The Provider shall take all reasonable steps to secure the observance of Clause 16.1 by all servants,
employees, those engaged by or agents of the Provider and all suppliers and contractors employed in
the execution of the Contract.
17. Change Control
17.1 Either Party may request of the other a variation to the Contract (“a Variation”) under this Clause 17.
17.2 The User may request a variation to the Contract provided that such variation complies with the
Regulations and the Guidance and does not amount to a material change to the Order or to the
Framework Agreement. (“an User Variation”).
17.3 The User may request an User Variation by completing and sending the Variation Form to the Provider
giving sufficient information for the Provider to assess the extent of the Variation and any additional cost
that may be incurred. The Provider shall respond to a request for an User Variation within the time limits
specified in the Variation Form. Such time limits shall be reasonable having regard to the nature of the
17.4 The Provider may request a variation to the Contract (“a Provider Variation”) provided that such
variation complies with the Regulations and the Guidance and does not amount to a material change to
the Order or to the Framework Agreement.
17.5 The Provider may request a Provider Variation by completing and sending the Variation Form to the User
giving sufficient information for the User to assess the extent of the Provider Variation and any additional
cost that may be incurred. The User shall respond to a request for a Variation within the time limits
specified in the Variation Form. Such time limits shall be reasonable having regard to the nature of the
17.6 If the Parties agree a Variation including any variation in the Contract Price the Provider shall carry out
such Variation and the Parties shall be bound by the same provisions so far as is applicable, as though
such Variation was stated in the Contract.
17.7 The User may reject a Provider Variation or, if the User agrees to the Provider Variation including any
variation in the Contract Price the Parties shall be bound by the same provisions so far as is applicable,
as though such Variation was stated in the Contract.
17.8 In the event that the Provider is unable to provide an User Variation or where the Parties are unable to
determine a relevant change to the Contract Price the User shall withdraw the Variation.
18. Service Review and Business Continuity
18.1 The Parties shall undertake any required Service Reviews as set out in Annex 15 for the Contract
18.2 The Parties shall comply with any Business Continuity Plan for the duration of the Contract Period in
accordance with Annex 16.
19. Health and Safety
19.1 The Provider acknowledges that it has been supplied with a copy of the Authority’s rules regarding health
and safety. The Provider agrees to use reasonable endeavours to comply with these rules and any
additional rules made known to the Provider from time to time by the Authority or User together with all
applicable statutory rules and regulations regarding these matters. The Provider will be responsible for
procuring that its employees and agents also comply with these rules and regulations.
19.2 Either Party shall notify the other as soon as practicable of any health and safety hazards at the
Operating Environment of which it becomes aware and take what immediate action is prudent and
proportionate to appropriately mitigate any risk .
20. Protection of Information
20.1 For the purposes of Clause 20, the terms "Data Controller", "Data Processor", “Data Subject”, "Personal
Data", "Process" and "Processing" shall have the meanings prescribed under the DPA.
20.2 The Provider shall (and shall procure that all Staff) comply with any notification requirements under the
DPA and both Parties will duly observe all of their obligations under the DPA which arise in connection
with the Contract.
20.3 Notwithstanding the general obligation in Clause 20.2, where the Provider is Processing Personal Data
as a Data Processor for the User the Provider shall:
20.3.1 Process the Personal Data only in accordance with instructions from the User as set out in the
20.3.2 comply with all applicable Law and Non English Law;
20.3.3 Process the Personal Data only to the extent, and in such manner as is necessary for the
provision of the Provider's obligations under the Framework Agreement and the Contract;
20.3.4 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;
20.3.5 take reasonable steps to ensure the reliability of its employees and agents who may have
access to the Personal Data and use all reasonable endeavours to ensure that such persons
have sufficient skills and training in the handling of Personal Data;
20.3.6 not cause or permit the Personal Data to be transferred outside the European Economic Area
without the prior written consent of the User;
20.3.7 not disclose the Personal Data to any third parties in any circumstances other than with the
written consent of the User or in compliance with a legal obligation imposed upon the User or
other as permitted under the DPA;
20.3.8 co-operate with the User to enable the User to comply with any request under section 7 of the
20.3.9 notify the User within five (5) Working Days if it receives:
(a) a request from a Data Subject to have access to that person’s Personal Data; or
(b) a complaint or request relating to the User’s obligations under the DPA.
20.4 The provisions of this Clause 20 shall apply during the Contract Period and indefinitely after its expiry.
21. Confidential Information
21.1 Except to the extent set out in this Clause 21 or where disclosure is expressly permitted elsewhere in
this Contract, each Party shall:
21.1.1 treat the other Party's Confidential Information as confidential and safeguard it accordingly;
21.1.2 not disclose the other Party's Confidential Information to any other person without the owner's
prior written consent.
21.2 Clause 21.1 shall not apply to the extent that:
21.2.1 such disclosure is a requirement of Law placed upon the Party making the disclosure,
including any requirements for disclosure under the FOIA or the Environmental Information
Regulations pursuant to Clause 22;
21.2.2 such information was in the possession of the Party making the disclosure without obligation
of confidentiality prior to its disclosure by the information owner;
21.2.3 such information was obtained from a third party without obligation of confidentiality;
21.2.4 such information was already in the public domain at the time of disclosure otherwise than by
a breach of this Contract or any other obligation of confidentiality; or
21.2.5 it is independently developed without access to the other Party's Confidential Information.
21.3 The Provider may only disclose the User's Confidential Information to its Staff who are directly involved
in the provision of the Ordered Services and who need to know the information, and shall ensure that
such Staff are aware of and shall comply with these obligations as to confidentiality.
21.4 The Provider shall not, and shall procure that its Staff do not, use any of the User’s Confidential
Information received otherwise than for the purposes of this Contract.
21.5 The User may, by written notice, require that the Provider shall procure that those members of the Staff
identified in the User's notice each signs a confidentiality undertaking prior to commencing any work in
accordance with this Contract.
21.6 Nothing in this Clause 21 shall prevent either Party from using any techniques, ideas or know-how
gained during the performance of the Contract in the course of its normal business to the extent that
this use does not result in a disclosure of the other party's Confidential Information or an infringement of
Intellectual Property Rights.
22. Freedom of Information
22.1 To the extent that the requirements of the FOIA and the Environmental Information Regulations may
apply to the User, the Provider shall assist and cooperate with the User to enable the User to comply
with its Information disclosure obligations.
22.2 The Provider shall and shall procure that persons employed or engaged by it shall:
22.2.1 transfer to the User all Requests for Information that it receives as soon as practicable and in
any event within ten (10) Working Days of receiving a Request for Information;
22.2.2 provide the User with a copy of all Information in its possession, or power in the form that the
User requires within five (5) Working Days (or such other period as the User may specify) of
the Authority's request; and
22.2.3 provide all necessary assistance as reasonably requested by the User to enable the User to
respond to the Request for Information within the time for compliance set out in section 10 of
the FOIA or regulation 5 of the Environmental Information Regulations.
22.3 The User shall be responsible for determining in its absolute discretion and notwithstanding any other
provision in this Contract or any other agreement whether the User is subject to or whether any the
Commercially Sensitive Information and/or any other Information is exempt from disclosure in
accordance with the provisions of the FOIA or the Environmental Information Regulations.
22.4 In no event shall the Provider respond directly to a Request for Information unless required to do so by
Law or expressly authorised to do so by the User.
22.5 The Provider acknowledges that the User may, acting in accordance with the Secretary of State for
Constitutional Affairs Code of Practice on the Discharge of the Functions of Public Authorities under
Part 1 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the
Environmental Information Regulations to disclose information concerning the Provider or the Services:
22.5.1 in certain circumstances without consulting the Provider where required by Law; or
22.5.2 following consultation with the Provider and having taken their views into account;
22.5.3 provided always that where Clause 23.5.2 applies the User shall, in accordance with any
recommendations of the Code, take reasonable steps, where appropriate, to give the Provider
22.6 The Provider shall ensure that all Information is retained for disclosure and shall permit the User to
inspect such records as requested from time to time.
22.7 The Provider acknowledges that the Commercially Sensitive Information listed in Annex 19 is of
indicative value only and that the User may be obliged to disclose it in accordance with the FOIA. The
User shall make reasonable efforts however to limit the disclosure of the Commercially Sensitive
23. Publicity and Branding
23.1 The Provider shall not make any press announcements or publicise this Contract or its contents in any
way without the prior written consent of the User and the Authority, which shall not be unreasonably
withheld or delayed.
23.2 Each Party acknowledges to the other that nothing in this Contract either expressly or by implication
constitutes an endorsement of any products or services of the other party (including the Services or the
Authority System) and each party agrees not to conduct itself in such a way as to imply or express any
such approval or endorsement.
24. Intellectual Property Rights
24.1 Where either Party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent
with the allocation of title set out in this Clause 24, it shall assign in writing such Intellectual Property
Rights as it has acquired to the other Party on the request of the other Party (whenever made).
24.2 Neither Party shall have any right to use any of the other Party’s names, logos or trade marks on any of
its products or services without the other Party’s prior written consent.
25. Specific IPR and Specifically Written Software
25.1 The Provider hereby grants, or shall procure the direct grant, to the Authority of a licence of use of
Specifically Written Software (including any Provider’s Background IPRs or IPRs owned by a third party
that are embedded in or which are an integral part of the Specifically Written Software) on the Licence
Terms and for the minimum period specified in the Licence Terms.
25.2 The Provider hereby grants, or shall procure the direct grant, to the Authority of a licence to use the
Project Specific IPRs and Provider’s Background IPRs and all other IPRs necessary to use the Project
Specific IPRs for any purpose relating to the Services or the exercise of the Authority’s business or
function on the Licence Terms provided that such rights shall not extend to the commercialisation of the
Project Specific IPRs.
26. Assignment of IPR in Databases
26.1 To the extent that the Database forms part of the Provider Software, all rights and interest in the
Database shall remain with the Provider provided that all rights and interest in all the User Body Data or
Authority Data shall remain with the User Body or Authority respectively, the User Body acting on its own
or on a Data Subject’s behalf and the Authority acting on its own or a User Body’s or Data Subject’s
behalf as circumstance requires.
27. Other Licences and Rights Granted by the Provider
27.1 The Provider hereby grants to the User Body a licence of the Provider Software in accordance with the
27.2 The Provider hereby grants to the User the right to interface with and use Hardware used by the Provider
in provision of the Ordered Services.
27.3 The Provider shall procure that the owners or the authorised licensors of any Third Party Software
hereby grants a direct licence to the User in accordance with Annex 8 (Licence Terms). If the Provider
cannot obtain for the User a licence materially in accordance with the Licence Terms the Provider will
consult with the User on whether the rights that can be obtained are nevertheless acceptable to the User
or whether the Provider should seek to use an alternative provider of software.
27.4 The licences granted to a User Body under this Clause 27 shall encompass any Transition Period.
27.5 The Provider hereby grants to the User a non-exclusive licence to copy any documentation arising out of
this Contract (such as technical specifications, user manuals, operating manuals and process definitions)
for any purpose connected with the receipt of the Services or that is incidental to the exercise of the
rights granted to the User under this Contract.
28. Licences Granted By the Authority
28.1 The Authority hereby grants to the Provider a royalty-free, non-exclusive, non-transferable licence during
the Contract Period to use:
28.1.1 the Authority Software;
28.1.2 the Authority's documentation, processes and procedures;
28.1.3 the Authority's Know-How;
28.1.4 the Authority Data; and
28.1.5 the Authority System;
to the least extent necessary to the provision of the Services.
28.2 The licence to use granted in Clause 28.1 includes the right to grant sub-licences to Sub-Providers
29.2.1 any relevant Sub-Provider has entered into a confidentiality undertaking with the Provider and
the Authority on the same terms as set out in Clause 21.5; and
29.2.2 it is granted solely to the extent necessary for performing the Services in accordance with this
Contract. The Provider shall not, and shall procure that the Sub-Providers do not, use the
licensed materials and assets for any other purpose or for the benefit of any person other than
28.3 In the event of the termination or expiry of this Contract, the licence referred to in Clause 28.1, any sub-
licence granted in accordance with Clause 28.2 shall terminate automatically and the Provider shall
return to the Authority all licensed material in the Provider’s possession or control.
29.1 If requested by the User acting reasonably the Provider shall deposit the Source Code of the Deposited
Software in escrow with NCC on the terms set out in Annex 9. The Provider shall ensure that the
deposited version of the Source Code is the current version of the Deposited Software and that the
deposited version is kept up-to-date as the Deposited Software is modified or upgraded. Each Party shall
enter into licences with and pay fees to NCC sufficient and appropriate to the escrow arrangements
including the Provider paying its set-up fees, entering into a multi user licensee agreement and paying
storage fees and the User paying its set-up fees, annual costs and release fees and entering to a multi-
licensee agreement as necessary.
29.2 In circumstances where the User obtains the release of the Source Code from escrow, the Provider
hereby grants to the User a perpetual, assignable, royalty-free and non-exclusive licence, with the right
to sub-licence, to use and support the Source Code version of the Deposited Software to the extent
necessary for the receipt of the Services or any Replacement Services or the User’s normal business
29.3 The User shall be entitled to release of the Source Code from escrow if the Provider;
29.1.1 commits any act of insolvency or bankruptcy;
29.1.2 ceases all or substantially all of its ongoing business operations relating to the Deposited
29.1.3 is or becomes subject to any criminal, regulatory or civil proceedings or any other circumstances
which materially inhibit or disable its ability to meet its obligations under this Contract; or
29.1.4 the User is authorised by the Provider to have release.
29.4 The details of the escrow arrangements are agreed between the Parties and are set out at Annex 8 and
shall unless the Parties agree otherwise include that;
29.4.1 the identity of any third party to which the Source Code is disclosed by the User shall be
disclosed to the Provider; and
29.4.2 any such third party shall enter into a confidentiality agreement in respect of the Source Code
with the User on no less stringent terms than those contained in the Contract and including that
the Provider shall have the benefit of that agreement under the Contracts (Rights of Third
Parties) Act 1999.
30. Authority and User Body Data
30.1 The Provider shall not delete or remove any proprietary notices contained within or relating to the
Authority Data or User Data.
30.2 The Provider shall not store, copy, disclose, or use the Authority Data or User Data except as necessary
for the performance by the Provider of its obligations under this Contract or as otherwise expressly
authorised in writing by the User.
30.3 Upon receipt or creation by the Provider of any Authority Data or User Data and during any collection,
processing, storage and transmission by the Provider of any Authority Data or User Data, the Provider
shall take all precautions necessary to preserve the integrity and to prevent any corruption or loss of
30.4 Where the Provider holds Authority Data or User Data as part of the Ordered Services, the Provider shall
at the request of the User acting reasonably perform secure back-ups of all Authority Data or User Data
in accordance with the requirements set out in the Annex 16 and shall ensure that up-to-date back-ups
are stored off-site and in England subject to the Law. The Provider shall ensure that such back-ups are
available to the User at all times upon request and shall assist the Authority or User in the restoration of
Authority Data or User Data in the event that any Authority Data or User Data is lost as a result of any act
or omission of any Third Party.
30.5 To the extent that the Provider is undertaking any system hosting services outwith those provided by the
Authority or any User Body within the Operating Environment the Provider shall ensure that any system
on which the Provider holds any Authority Data or User Data, including back-up data, is a proper, secure,
reliable system that complies with the Security Requirements and otherwise the Provider shall ensure
that the Provider Software properly, reliably and securely enables Authority and User Body access to
Authority Data and User Data and effectively and conveniently facilitates back-up.
30.6 If any Authority Data or User Data held by the Provider is corrupted, lost or sufficiently degraded as a
result of the Provider's Default so as to be unusable, the User may:
30.6.1 require the Provider (at the Provider's expense) to restore or procure the restoration of the
Authority Data or User Data and the Provider shall do so as soon as practicable but in any
event within two working days; and/or
30.6.2 itself restore or procure the restoration of the Authority Data or User Data, and shall be repaid by
the Provider any reasonable expenses incurred in doing so.
30.7 If at any time the Provider suspects or has reason to believe that Authority Data or User Data has or may
become corrupted, lost or sufficiently degraded in any way for any reason, then the Provider shall notify
the User immediately and inform the User of the remedial action the Provider proposes to take.
31. Records and Audit Access
31.1 The Provider shall keep and maintain until at least six (6) years after the end of the Contract Period (or
as long a period as may be agreed between the Parties), full and accurate records and accounts of the
operation of the Contract including the Services provided under it and the amounts paid by the User.
31.2 The Provider shall on reasonable request afford the User, the User’s Representatives and/or the Auditor
such access to such records and accounts as may be required by the User, the Authority or by any
Regulatory Body from time to time as are relevant to the Contract.
31.3 The Provider shall provide such records and accounts as described in Clause 32.2 (together with copies
of the Provider's published accounts) during the Contract Period and for a period of 12 months after the
expiry of the Contract Period to the User and the Auditor.
31.4 The User shall use reasonable endeavours to ensure that the conduct of each Audit does not
unreasonably disrupt the Provider or delay the provision of the Ordered Services save insofar as the
Provider accepts and acknowledges that control over the conduct of audits carried out by the Auditor is
outside of the control of the User. Where the Audit does delay the provision of Ordered Services, the
provider shall be entitled to such relief as may be provided within Schedule 5 – Annex 2 Service Levels.
31.5 Subject to the User's rights of Confidential Information, the Provider shall on reasonable notice provide
the Auditor with all reasonable co-operation and assistance in relation to each Audit.
31.6 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of
compliance with their obligations under this Clause 31, unless the Audit reveals a Material Default by the
Provider in which case the Provider shall reimburse the User for reasonable costs incurred in relation to
the Audit whether the Material Default is remedied or not.
32. Control of the Contract
32.1 Save for where such assignment is to another member of and is made to another member of a Provider
Group (in this Clause 32 the “Assignee”) which is and will continue to be and be fully able to meet and
comply with the requirements and obligations of the Framework Agreement as applicable and the
Contract, the Provider shall not assign, novate, sub-contract or in any other way dispose of the Contract
or any part of it (including in a manner that delegates a substantial portion of Provider’s performance
obligations to a third party) (in this Clause 32 the “Assignment”) without the User’s prior written authority
(such consent not to be unreasonably withheld or delayed). Sub-contracting any part of the Contract
shall not relieve the Provider of any of its obligations or duties under the Contract. An agreed sub-
contractor appointed in accordance with this Clause 32.1 shall be referred to in these Terms and
Conditions as a “Sub-Provider”.
32.2 The Provider shall always notify the Authority and User Body of its intention to make any Assignment and
provide such other information as the Authority or User Body may reasonably require concerning the
Assignee sufficiently in advance of the proposed Assignment to enable the Authority to be satisfied as to
the application of this Clause 32 and clause 26 of the Framework Agreement to the Assignment, the
Authority acting with reasonable dispatch.
32.3 The Provider shall be responsible for the acts and omissions of those persons it employs or engages as
though they are its own.
32.3 Where the User has consented to the placing of sub-contracts, copies of each sub-contract shall, at the
request of the User, be sent by the Provider to the User as soon as reasonably practicable.
32.4 The User may assign, novate or otherwise dispose of its rights and obligations under the Contract or any
part thereof to:
32.4.1 any Contracting Authority;
32.4.3 any private sector body which substantially performs the functions of the User
provided that any such assignment, novation or other disposal shall not increase the burden of the
Provider's obligations under the Contract.
32.5 Any change in the legal status of the User such that it ceases to be a Contracting Authority shall not,
subject to Clause 32.6, affect the validity of the Contract. In such circumstances, the Contract shall bind
and inure to the benefit of any successor body to the User.
32.6 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of
pursuant to Clause 32.4 or if there is a change in the legal status of the User such that it ceases to be a
Contracting Authority (in the remainder of this Clause 32.6 both such bodies being referred to as "the
32.6.1 the rights of termination of the User in Clause 42.2 and 42.3 and shall be available to the
Provider in the event of, respectively, the bankruptcy or insolvency, or Default of the
32.6.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and
obligations under the Contract or any part thereof with the previous consent in writing of the
32.6.3 the User may disclose to any Transferee any Confidential Information of the Provider which
relates to the performance of the Provider's obligations under the Contract. In such
circumstances the User shall authorise the Transferee to use such Confidential Information
only for purposes relating to the performance of the Provider's obligations under the Contract
and for no other purposes, shall take all reasonable steps to ensure that the Transferee gives
a Confidential Information undertaking in relation to such Confidential Information and shall
ensure that the disclosure of such information shall be on terms no less stringent than those
specified in clause 16 of the Framework Agreement;
32.6.4 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to
ensure the carrying out of, whatever further actions (including the execution of further
documents) the other Party reasonably requires from time to time for the purpose of giving that
other Party the full benefit of the provisions of the Contract.
33. Remedies in the event of inadequate performance
33.1 Where a complaint is received about the standard of Ordered Services or about the manner in which any
Ordered Services have been supplied or work has been performed or about the materials or procedures
used or about any other matter connected with the performance of the Provider's obligations under the
Contract, then the User shall take all reasonable steps to investigate the complaint. The User may, in its
sole discretion and acting reasonably, reject the complaint, uphold the complaint, or take further action in
accordance with these Terms and Conditions as circumstances enable.
33.2 If there has been a Material Default in respect of the Contract by the Provider, then the User may,
without prejudice to its other rights under the Contract do any one or more of the following:
33.2.1 without terminating the Contract, itself supply or procure the supply of all or part of the
Services until such time as the Provider shall have demonstrated to the reasonable
satisfaction of the User that the Provider will once more be able to supply all or such part of
the Services in accordance with Contract;
33.2.2 without terminating the whole of the Contract, terminate the Contract in respect of part of the
Services only (whereupon a corresponding reduction in the Contract Price shall be made) and
thereafter itself supply or procure a third party to supply such part of the Services;
33.2.3 terminate, in accordance with Clause 38, the whole of the Contract;
33.2.4 charge the Provider for and the Provider shall pay any losses reasonably incurred by the User
(including any reasonable administration costs) as a result of the Material Default including the
cost of running a tender for the Replacement Services provided that the User uses its
reasonable endeavours to mitigate any additional expenditure in obtaining the Replacement
33.3 If the Provider fails to supply any of the Services in accordance with the provisions of the Contract and
such failure is capable of remedy, then the Authority shall instruct the Provider to remedy the failure and
the Provider shall at its own cost and expense remedy such failure (and any damage resulting from such
failure) within twenty (20) Working Days of the User's instructions or such other longer period of time as
the Authority may reasonably direct.
33.4 In the event that the Provider:
33.4.1 fails to comply with Clause 33.3 above and the failure is materially adverse to the interests of
the User or prevents the User from discharging a statutory duty; or
33.4.2 persistently fails to comply with Clause 33.3 above; or
33.4.3 the User may terminate the Contract with immediate effect by giving the Provider notice in
33.4.4 during a Transition Period require by notice in writing that the Provider make available to the
User sufficient of the Services to enable the User to remedy the failure of Ordered Services
provision subject to payment of the Transition Period Payment or provide itself the Ordered
Services until such time as the User either has procured satisfactory replacement provision of
services in accordance with the Regulations or the Provider or replacement is not proceeded
with by the User.
33.5 Any dispute about whether there has been a Material Default or there are otherwise grounds for the
application of any provision of this Clause 33 shall be dealt with under the Dispute Resolution Procedure
save that the User may act to apply any provision of this Clause 33 and the Provider shall facilitate the
User in that regard without delay if circumstances reasonably merit it.
33.6 Except as otherwise expressly provided by the Contract, all remedies available to either Party for breach
of the 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.
34. Liabilities and Insurance
34.1 Nothing in the 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) breach of any obligation as to title implied by statute.
34.2 Subject to Clause 34.1 and 34.3 the Provider shall indemnify and keep indemnified the User in full from
and against all legally enforceable claims, proceedings, actions, damages, costs, expenses and any
other liabilities which may arise out of, or in consequence of, the Default or negligence of the Provider
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 Provider, or any other direct loss which is caused by
any act of default or negligent omission of the Provider:
34.2.1 the Provider 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 User or by breach by the
User of its obligations under the Contract; and
34.2.2 neither Party shall be liable for indirect or consequential damages of any kind which shall
expressly include loss of profit, business revenues, anticipated savings or goodwill whether
reasonably foreseeable or not.
34.3 Subject always to Clauses 34.1, 34.2.1 and 34.2.2 the annual liability of either Party whether for
damages, payments of compensation or by way of indemnity or of any nature howsoever arising under or
in relation to the Contract or any part thereof (including as a result of negligence) shall in no event
exceed the greater of 100% of the Contract Price payable by the Authority to the Provider in the year in
which the liability arises under this Contract or the sum of £150,000.
34.4 Nothing in the Contract shall impose any liability on the User in respect of any liability incurred by the
Provider to any other person, but this shall not be taken to exclude or limit any liability of the User to the
Provider that may arise by virtue of either a breach of the Contract or by negligence on the part of the
User or the Users employees, servants or agents.
34.5 The Provider shall effect and maintain with a reputable insurance company a policy or policies of
insurance providing an adequate level of cover (as set out in Annex 11) in respect of all risks which may
be incurred by the Provider, arising out of the Provider's performance of its obligations under the
Contract, including death or personal injury, loss of or damage to property or any other loss. Such
policies shall include cover in respect of any financial loss arising from any advice given or omitted to be
given by the Provider. Such insurance shall be maintained for the duration of the Contract Period and for
a minimum of 6 (six) years following the expiration or earlier termination of the Contract.
34.6 The Provider shall hold employer's liability insurance in respect of Staff in accordance with any legal
requirement from time to time in force and in accordance with the provisions of Annex 11.
34.7 The Provider shall effect and maintain appropriate professional indemnity insurance cover during the
Contract Period and shall ensure that all agents, professional consultants and sub-Providers involved in
the supply of the Services do the same. To comply with its obligations under this Clause 34 and as a
minimum, the Provider shall ensure professional indemnity insurance held by the Provider and by any
agent, sub-Provider or consultant involved in the supply of the Services has a limit of indemnity of not
less than £5 million for any occurrences arising out of each and every event. Such insurance shall be
maintained for a minimum of 6 (six) years following the expiration or earlier termination of this Contract.
34.8 The Provider shall on request provide the User, on an annual basis, with copies of all insurance policies
referred to in this Clause 34 or a broker's verification of insurance to demonstrate that the appropriate
cover is in place, together with receipts or other evidence of payment of the latest premiums due under
34.9 If, for whatever reason, the Provider fails to give effect to and maintain the insurances required by the
provisions of this Clause 34 and the provisions of Annex 11, the User may make alternative
arrangements to protect its interests and may recover the costs of such arrangements from the Provider.
34.10 The provisions of any insurance or the amount of cover shall not relieve the Provider of any liabilities
under the Contract. It shall be the responsibility of the Provider to determine the amount of insurance
cover that will be adequate to enable the Provider to satisfy any liability referred to in this Clause 34.
34.11 The Provider shall comply with the provisions of Annex 11 in relation to its insurance requirements under
35 Contract Status
35.1 The Parties acknowledge and agree that;
35.1.1 the Contract constitutes a contract for the provision of Services,
35.1.2 is not a contract of employment,
35.1.3 that neither Party is in this Contract acting in partnership with or as agent for the other, and
35.1.4 no Party shall exercise and no Party has any reason to exercise managerial oversight or
executive responsibility for any member of any employee of the other.
36 Warranties and Representations
36.1 The Provider warrants and represents that:-
36.1.1 it has full capacity and authority and all necessary consents (including where its procedures so
require, the consent of its Parent Company) to enter into and perform its obligations under the
36.1.2 the Contract is executed by a duly authorised representative of the Provider;
36.1.3 in entering the Contract it has not committed any Fraud or corrupt act;
36.1.4 as at the Commencement Date, all information, statements and representations contained in the
Tender and the PQQ Response for the Services are true, accurate and not misleading save as
may have been specifically disclosed in writing to the Authority prior to execution of the Contract
and it will 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;
36.1.5 as at the Commencement Date, 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 materially affect its ability to
perform its obligations under the Contract;
36.1.6 it is not subject to any contractual obligation, compliance with which is likely to have an
adverse affect on its ability to perform its obligations under the Contract;
36.1.7 as at the Commencement Date, 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 Provider
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 Provider's assets or revenue;
36.1.8 it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that
are necessary for the performance of its obligations under the Contract;
36.1.9 the Ordered Services shall be provided and carried out by appropriately experienced, qualified
and trained Staff with due skill, care and diligence;
36.1.10 in the three (3) years prior to the date of the Contract:
(a) it has conducted all financial accounting and reporting activities in compliance in all material
respects with all required laws and regulations;
(b) it has been in full compliance with all applicable securities and tax laws and regulations in
the jurisdiction in which it is established; and
(c) 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 the Contract.
37 User’s Termination Rights
37.1 The User shall have the right to terminate the Contract at any time by giving six (6) months’ written notice
to the Provider and any payments due on Termination shall be paid in accordance with Annex 17. If the
User shall terminate the Contract solely for the User’s convenience the User shall pay to the Provider
such sum as shall meet the Provider’s reasonable irrecoverable infrastructure costs and sub-contractor
breakage costs referable solely to the Contract both Parties having used their reasonable endeavours
acting in good faith to reduce or eliminate such costs.
37.2 The User may terminate the Contract with immediate effect by giving notice in writing to the Provider if
the Provider suffers an Insolvency Event.
37.3 The Provider shall notify the User immediately if the Provider undergoes a change of control (where
control is defined by Section 450 and 451 Corporation Tax Act 2010) ("Change of Control"). The User
may terminate the Contract by notice in writing with immediate effect within six months of:
37.3.1 being notified that a Change of Control has occurred; or
37.3.2 where no notification has been made, the date that the User becomes aware of the Change of
but shall not be permitted to terminate where a written approval for the Change of Control was granted
by the Authority prior to the Change of Control (such approval being granted only if the proposed Change
of Control will not prejudice the fairness and transparency of the procurement which led to the Provider
entering into the Framework Agreement) or where the Change of Control would not have a detrimental
impact on the Services or the reputation of the Authority.
38 Termination on Default
38.1 Either Party may terminate the Contract by giving written notice to the other with immediate effect if
the other Party commits a Material Default and if:
38.1.1 the Party in Material Default has not remedied the Material Default to the satisfaction of the other
Party within such reasonable period as may be specified by the Party not in Material Default,
after issue of a written notice specifying the Material Default and requesting it to be remedied; or
38.1.2 the Material Default is not capable of remedy.
38.2 In the event that through any Material Default of the Provider, data transmitted or processed in
connection with the Contract is either lost or sufficiently degraded as to be unusable, the Provider shall
be liable for the cost of reconstitution of that data and shall reimburse the User in respect of any charge
levied for its transmission and any other costs charged in connection with such Material Default.
38.3 Any dispute about whether there has been a Material Default or there are otherwise grounds for the
application of any provision of this Clause 38 shall be dealt with under the Dispute Resolution Procedure.
39 Termination of Framework Agreement
39.1 The User may, but need not, terminate the Contract by giving written notice to the Provider with
immediate effect if the Framework Agreement is terminated for any reason whatsoever.
40 Consequences of Expiry or Termination
40.1 Following the service of a termination notice given in accordance with this Contract, the Provider shall
continue to be under an obligation to provide the Ordered Services to the required Service Levels and to
ensure that there is no degradation in the standards of the Ordered Services until the date of termination.
40.2 In the event of termination or expiry, the Provider shall if and as directed by the User comply with its
obligations contained in any agreed Exit Plan including, without limitation, provision of Services or some
of them during the Transition Period subject to payment of the Transition Period Payment.
40.3 Where the User terminates the Contract under its terms and then makes other arrangements for the
supply of Services, the User may recover from the Provider the cost reasonably incurred of making those
other arrangements. The User shall take all reasonable steps to mitigate such additional expenditure.
Where the Contract is terminated under its terms by the Authority, no further payments shall be payable
by the User to the Provider until the User has established the final cost of making those other
41. Services to individual Sites
41.1 If at any time during the Contract Period individual Sites (belonging to the User) are subject to an event
leading to a change of status or control (for example, it is being closed down or amalgamated with
another site/s or for some other reason such as becoming a BSF managed school or achieving Academy
status or other major event) (“a Change Event”), the User shall immediately inform the Provider of this in
42.2 The User shall have the right to terminate the Ordered Services to an individual site which is subject to a
Change Event by giving a minimum of three (3) months’ written notice provided that such notice is not
given before nine (9) months after the Commencement Date. Following the service of a termination
notice under this Clause 42.2, the Provider shall continue to be under an obligation to provide the
Ordered Services to that individual Site, to the required Service Levels and to ensure that there is no
degradation in the standards of the Ordered Services until the date of termination.
42.3 Any termination notice given under this Clause 42 shall only affect the Ordered Services being provided
to the individual Site which is subject to a Change Event.
42.4 For the avoidance of doubt, the User is permitted, during the Contract Period, to reinstate an existing
individual Site (belonging to the User) which had been previously subject to a termination notice pursuant
to clause 42.2 and the User is permitted, during the Contract Period, to allow additional individual Sites
(belonging to a User) to receive the Ordered Services subject to any appropriate pricing adjustment
agreed under the terms of this Contract.
43 Recovery upon Termination
43.1 On the termination of the Contract for any reason, each Party shall as soon as is reasonably possible in
all the circumstances:
43.1.1 return to the other Party all things belonging to the Party including Hardware, Confidential
Information, Personal Data, Pre-Existing IPR’s and other IPR’s (including materials, documents,
information and access keys) in its possession or in the possession or under the control of any
permitted persons, which was obtained or produced in the course of providing the Ordered
Services. Such property and other things shall be handed back or returned in good usable,
legible and working order (allowance shall be made for reasonable wear and tear); and
43.1.2 work together and co-operate to ensure an orderly transition of the provision of the Ordered
Services to the Replacement Provider and/or the completion of any work in progress.
43.2 On the termination of the Contract for any reason the Provider shall promptly provide all information
concerning the provision of the Ordered Services which may reasonably be requested by the User for the
purposes of adequately understanding the manner in which the Ordered Services have been provided or
for the purpose of allowing the User or the Replacement Provider to conduct due diligence.
43.3 Every non-perpetual licence granted under this Contract shall expire on the later of termination or expiry
of the Contract and the date on which the licence is no longer needed for the purposes of the Contract.
43.4 Save as otherwise expressly provided in the Contract:
43.4.1 termination or expiry of the Contract shall be without prejudice to any rights, remedies or
obligations accrued under the Contract prior to termination or expiration and nothing in the
Contract shall prejudice the right of either Party to recover any amount outstanding at such
termination or expiry; and
43.4.2 termination of the Contract shall not affect the continuing rights, remedies or obligations of the
Authority or the Provider under Clauses [specify clauses].
44.1 The Provider shall take reasonable care to ensure that in the performance of its obligations under the
Contract it does not disrupt the operations of the User, its employees or any other provider or services
employed or engaged by the User.
44.2 The Provider shall immediately inform the User of any actual or potential industrial action, whether such
action be by their own employees or others, which affects or might affect its ability at any time to perform
its obligations under the Contract.
44.3 In the event of industrial action by the Staff, the Provider shall seek the User's Approval to its proposals
for the continuance of the supply of the Ordered Services in accordance with its obligations under the
44.4 If the Provider's proposals referred to in Clause 44.3 are considered insufficient or unacceptable by the
User acting reasonably then the Contract may be terminated with immediate effect by the User by notice
44.5 If the Provider is temporarily unable to fulfil the requirements of the Contract owing to disruption of
normal business by direction of the User, an appropriate allowance by way of extension of time will be
approved by the User. In addition, the User will reimburse any additional expense reasonably incurred by
the Provider as a direct result of such disruption.
45 Force Majeure
45.1 Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its
obligations under the Contract (other than a payment of money) to the extent that such delay or failure is
a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours
to continue to perform its obligations under the Contract for the duration of such Force Majeure.
However, if such Force Majeure prevents either Party from performing its material obligations under the
Contract for a period in excess of three (3) Months, either Party may terminate the Contract without
penalty and with immediate effect by notice in writing. Upon termination for a Force Majeure event, each
Party shall pay the other all amounts due prior to the Force Majeure event.
45.2 Any failure or delay by the Provider in performing its obligations under the Contract which results from
any failure or delay by an agent, contractor or supplier shall be regarded as due to Force Majeure only if
that agent, contractor or supplier is itself impeded by Force Majeure from complying with an obligation to
45.3 If either Party becomes aware of a Force Majeure event or occurrence which gives rise to, or is likely to
give rise to, any such failure or delay on its part as described in Clause 45.1 it shall immediately notify
the other by the most expeditious method then available and shall inform the other of the period during
which it is estimated that such failure or delay shall continue.
46.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out
of or in connection with the Contract within thirty (30) Working Days of either Party notifying the other of
the dispute and such efforts shall involve the escalation of the dispute to the managing director (or
equivalent) of each Party.
46.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of
competent jurisdiction an interim order restraining the other Party from doing any act or compelling the
other Party to do any act.
46.3 If the dispute cannot be resolved by the Parties pursuant to Clause 46.1 the Parties shall refer it to
mediation pursuant to the procedure set out in Clause 46.5 unless either Party does not agree to
46.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the
reference of a dispute to mediation (or arbitration) and the Provider and the Staff shall comply fully with
the requirements of the Contract at all times.
46.5 The procedure for mediation and consequential provisions relating to mediation are as follows:
46.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the
Parties or, if they are unable to agree upon a Mediator within twenty (20) Working Days after a
request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act,
either Party shall within twenty (20) Working Days from the date of the proposal to appoint a
Mediator or within twenty (20) Working Days of notice to either Party that he is unable or
unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a
46.5.2 the Parties shall within thirty (30) Working Days of the appointment of the Mediator meet with
him in order to agree a programme for the exchange of all relevant information and the structure
to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage
seek assistance from CEDR to provide guidance on a suitable procedure;
46.5.3 unless otherwise agreed, all negotiations connected with the dispute and any settlement
agreement relating to it shall be conducted in confidence and without prejudice to the rights of
the Parties in any future proceedings;
46.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced
to writing and shall be binding on the Parties once it is signed by their duly authorised
46.5.5 failing agreement, either of the Parties may invite the Mediator to provide a non-binding but
informative written opinion. Such an opinion shall be provided on a without prejudice basis and
shall not be used in evidence in any proceedings relating to the Contract without the prior written
consent of both Parties; and
46.5.6 if the Parties fail to reach a resolution of their dispute in the structured negotiations within sixty
(60) Working Days of the Mediator being appointed, or such other period as may be agreed by
the Parties, then any dispute or difference between them may be referred to the courts.
47. Exit Management
47.1 The Parties shall comply with the Exit Management requirements set out in Annex 18.
47.2 Unless the User otherwise requires, during the time between service of a notice of termination of this
Contract and such termination or exercise taking effect, the Provider shall take all reasonable
endeavours, which are necessary and consistent with its continuing obligations, to mitigate any losses,
costs, liabilities and expenses which the Provider may incur as a result of the termination.
47.3 If the Provider does not fulfil its obligations in accordance with Clause 47.2, the User shall not pay any
sums in excess of those which the User would have paid had such obligations been met.
48. STEP-IN RIGHTS
48.1 The User may take action under this Clause 48 in the following circumstances:
48.1.1 there is a Default entitling the User to terminate;
48.1.2 there is a Material Default by the Provider that is materially preventing or materially delaying the
performance of the Services or any part of the Services;
48.1.3 there is a delay that has or will result in the Provider's failure to achieve a Milestone by its
relevant milestone date which is due to the Default of the Provider;
48.1.4 a Force Majeure event specific to the Provider occurs which prevents the performance of the
Services or any part of the Services;
48.1.5 where the Provider is not in breach of its obligations under this Contract but on authoritative
advice or under legally competent direction the User considers that or is obliged to regard the
circumstances constitute an emergency;
48.1.6 where a Regulatory Body has directed the User that the exercise by the User of its rights under
this Clause 48 is necessary;
48.1.7 because a serious and present risk exists to the health or safety of persons, property or the
environment which exercise of the User’s rights under this Clause will remedy;
48.1.8 to discharge a statutory duty; and/or
48.1.9 on the occurrence of an Insolvency Event in respect of the Provider.
Action To Be Taken Prior To Exercise Of The Right Of Step-in
48.2 Before the User exercises its right of step-in under this Clause 48 it shall permit the Provider the
opportunity to demonstrate to the User's reasonable satisfaction that the Provider is still able to provide
the Ordered Services in accordance with the terms of the Contract and/or remedy the circumstances
giving rise to the right to step-in without the requirement for the User to take action.
48.3 If the User is not satisfied with the Provider's demonstration pursuant to Clause 48.3, the User may:
48.3.1 where the User considers it expedient to do so, require the Provider by notice in writing to take
those steps that the User considers necessary or expedient to mitigate or rectify the state of
affairs giving rise to the User's right to step-in;
48.3.2 appoint any person to work with the Provider in performing all or a part of the Ordered Services
(including those provided by any person employed or engaged); or
48.3.3 take the steps that the User considers appropriate to ensure the performance of all or part of the
Ordered Services (including those provided by any person employed or engaged).
48.4 The Provider shall co-operate fully and in good faith with the User, or any other person appointed in
respect of Clause 48.3.2, and shall adopt any reasonable methodology in providing the Ordered Services
recommended by the User or that person.
Exercise of the Right of Step-in
48.5 If the Provider:
48.5.1 fails to confirm within ten (10) Working Days of a notice served pursuant to Clause 48.3.1 that it
is willing to comply with that notice; or
48.5.2 fails to work with a person appointed in accordance with Clause 48.3.2; or
48.5.3 fails to take the steps notified to it by the Authority pursuant to Clause 48.3.3,
then the Authority may take action under this Clause 48.5 either through itself or with the assistance of
third party providers, provided that the Provider may require any third parties to comply with a
confidentiality undertaking equivalent to Clause 21.
48.6 If the User takes action pursuant to Clause 48.5, the User shall serve notice ("Step-in Notice") on the
Provider. The Step-in Notice shall set out the following:
48.6.1 the action the User wishes to take and in particular the Ordered Services it wishes to control;
48.6.2 the reasons for and the objectives of taking the action;
48.6.3 the date it wishes to commence the action;
48.6.4 the time period which it believes will be necessary for the action;
48.6.5 whether and to what extent the User will require access to the Provider's Sites;
48.6.6 to the extent practicable, the effect on the Provider and its obligations to provide the Ordered
Services during the period the action is being taken.
48.7 Following service of a Step-in Notice, the User shall:
48.7.1 take the action set out in the Step-in Notice and any consequential additional action as it
reasonably believes is necessary to achieve (together, the "Required Action");
48.7.2 keep records of the Required Action taken and provide information about the Required Action to
48.7.3 co-operate wherever reasonable with the Provider in order to enable the Provider to continue to
provide any Ordered Services in relation to which the User is not assuming control; and
48.7.4 act reasonably in mitigating the cost that the Provider will incur as a result of the exercise of
the User's rights under this Clause 48.
48.8 For so long as and to the extent that the Required Action is continuing, then the Provider shall not be
obliged to provide the Ordered Services to the extent that they are the subject of the Required Action.
48.9 If the Required Action results in:
48.9.1 the degradation of any Ordered Services not subject to the Required Action; or
48.9.2 the non-achievement of a Milestone,
beyond that which would have been the case had the User not taken the Required Action, then the
Provider shall be entitled to an agreed adjustment of the Contract Price, provided that the Provider can
demonstrate to the reasonable satisfaction of the User that the Required Action has led to the
degradation or non-achievement.
48.10 Before ceasing to exercise its step in rights under this Clause 48 the User shall deliver a written notice to
the Provider ("Step-Out Notice"), specifying:
48.10.1 the Required Action it has actually taken; and
48.10.2 the date on which the User plans to end the Required Action ("Step-Out Date") subject to the
User being satisfied with the Provider's ability to resume the provision of the Ordered Services.
48.11 The Provider shall, following receipt of a Step-Out Notice and not less than 20 days prior to the Step-Out
Date, develop for the User's approval a draft plan ("Step-Out Plan") relating to the resumption by the
Provider of the Ordered Services, including any action the Provider proposes to take to ensure that the
affected Ordered Services satisfy the requirements of this Contract.
48.12 If the User does not approve the draft Step-Out Plan, the User shall inform the Provider of its reasons for
not approving it. The Provider shall then revise the draft Step-Out Plan taking those reasons into
account and shall re-submit the revised plan to the User for the User’s approval. The User shall not
withhold or delay its approval of the draft Step-Out Plan unnecessarily.
48.13 Each Party shall bear its own costs in connection with any step-in by the User under this Clause 48
provided that ;
48.13.1 the User shall reimburse the Provider’s reasonable costs in respect of any step-in by the User if
and to the extent that the cause of the step-in is as set out in Clause 48.1.5 – 48.1.8 inclusive
and is occasioned by some matter particular to the User that is a Party or to persons who are or
could be a user and a party in other such contracts more generally, and
48.13.2 the Provider shall reimburse the User’s reasonable costs in respect of any step-in by the User if
and to the extent that the cause of the step-in is occasioned by some matter particular to the
Provider or to persons who are or could be a provider and a party in other such contracts more
49. Prevention of Corruption
49.1 The Provider shall not offer or give, or agree to give, to any employee, agent, servant or representative of
the User 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 the
Contract or any other contract with the User, or for showing or refraining from showing favour or
disfavour to any person in relation to the Contract or any such contract. The attention of the Provider is
drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916, the Fraud Act 2006
and the Bribery Act 2010.
49.2 The Provider warrants that it has not paid commission or has agreed to pay any commission to any
employee or representative of the User by the Provider or on the Provider’s behalf.
49.3 Where the Provider or Provider’s employees, servants, those persons employed or engaged by it, its
suppliers or agents or anyone acting on the Provider’s behalf, engages in conduct prohibited by Clauses
49.1 and 49.2 in relation to the Contract or any other contract with the User, the User has the right to:
49.3.1 terminate the Contract and recover from the Provider the amount of any loss suffered by the
User resulting from the termination; or
49.3.2 recover in full from the Provider any other loss sustained by the User in consequence of any
breach of Clause 49, whether or not the Contract has been terminated.
If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of
competent jurisdiction, such provision shall be severed without effect to the remaining provisions. If a
provision of the Contract that is fundamental to the accomplishment of the purpose of the Contract is
held to any extent to be invalid, the Parties shall immediately commence good faith negotiations to
remedy that invalidity.
51. Further Assurances
Each Party undertakes at the request of the other, and at the cost of the requesting party to do all acts
and execute all documents which may be necessary to give effect to the meaning of the Contract.
52. Entire Agreement
52.1 The Contract, together with the documents referred to in it (including the Order Form and the Framework
Agreement), constitutes the entire agreement and understanding between the Parties in respect of the
matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the
Parties in relation to such matters.
52.2 Each of the Parties acknowledges and agrees that in entering into this Contract and the documents
referred to in it, it does not rely on, and shall have no remedy in respect of, any statement,
representation, warranty or undertaking (whether negligently or innocently made) other than as expressly
set out in the Contract or in the Framework Agreement. The only remedy available to either Party in
respect of any such statements, representation, warranty or understanding shall be for breach of contract
under the terms of the Contract or the Framework Agreement if applicable.
52.3 Nothing in this Clause 52 shall operate to exclude any liability for fraud.
53. The Contracts (Rights of Third Parties) Act 1999
53.1 Subject only to the provisions of Clause 53.2 below, any person who is not a Party to the Contract has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions which,
expressly or by implication, confer a benefit on him or prevent any variation of it, without the prior written
agreement of the Parties, but this does not affect any right or remedy of any person which exists or is
available otherwise than pursuant to that Act.
53.2 If for any reason the User is unable to pursue any right it has against the Provider (including any claim in
damages) in respect of any matter to do with any failure to provide the Services in accordance with the
Framework Agreement or the Contract where any such shortcoming has impacted on the User or the
Authority to its detriment the Authority shall be entitled to enforce and claim damages in respect of any
relevant term of this Contract against the Provider including under the provisions of the Contracts (Rights
of Third Parties) Act 1999.
54.1 Any notices given under or in relation to this Contract shall be in writing, signed by or on behalf of the
Party giving it and shall be served by delivering it personally or by sending it by pre-paid first class post,
recorded delivery or registered post or by fax or email to the address and for the attention of the relevant
Party notified for such purpose or to such other address as that Party may have stipulated in accordance
with this Clause 54.
54.2 Any Change Request shall be in writing and signed for.
54.3 A notice shall be deemed to have been received:
54.3.1 if delivered personally, at the time of delivery;
54.3.2 in the case of pre-paid first class post, three (3) Working Days from the date of posting; and
54.3.3 in the case of fax or email, on the day of transmission if sent before 16:00 hours of any Working
Day and otherwise at 09:00 hours on the next Working Day and provided that, at the time of
transmission of a fax, an error-free transmission report has been received by the sender.
54.4 In proving service, it shall be sufficient to prove that the envelope containing the notice was addressed to
the relevant Party at its address previously notified for the receipt of notices (or as otherwise notified by
that Party) and delivered either to that address or into the custody of the postal authorities as pre-paid
first class post, recorded delivery.
55.1 The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure
of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of
that right or remedy and shall not cause a diminution of the obligations established by the Contract.
55.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other
Party in writing in accordance with Clause 54.
55.3 A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any
right or remedy arising from any other or subsequent breach of the Contract.
56. LAW AND JURISDICTION
56.1 The User and the Provider accept the exclusive jurisdiction of the English courts and agree that the
Contract is to be governed by and construed according to the Law.
ANNEX 1: SERVICES
Part A: Statement of Requirements
The Statement of Requirements is set out in the following documents provided in the Appendix to this Annex 1:
Part B: Ordered Services Description
References to “email” in this Part B of Annex 1 are applicable where email is provided.
1. General Requirements
ANNEX 2: SERVICE LEVELS
THE SERVICE LEVELS WILL BE AS DEFINED BY THE USER AND EMBODIED IN THIS ANNEX OF THE
CONTRACT ENTERED INTO BY THE PARTIES AND SHALL BE EITHER AS STATED BELOW OR OF
DEMONSTRABLY EQUIVALENT OR GREATER RIGOUR
ANNEX 3: STANDARDS AND POLICIES
STANDARDS AND POLICIES
The Provider’s obligations under this Contract include ensuring that all parts of the Services to all User
Bodies meet or exceed the standards in or required by this Contract.
The Provider agrees to follow a sound environmental management policy so that its activities comply
with all applicable environmental legislation and regulations and that its products or services are
procured, produced, packaged and delivered and are capable of being used and ultimately disposed of,
in ways that are appropriate from an environmental protection perspective.
The Provider shall comply with relevant obligations under the Waste Electrical and Electronic Equipment
3. E Safety Policy
The Provider shall ensure compliance with the E Safety Policy.
4. Project Management
The Provider shall make use of PRINCE2 methodology, supplemented but not supplanted where
appropriate by the tools and methods of the Provider’s own project management methodologies.
5. Systems Development
Any requirements analysis or requirements capture shall be based on Structured System Analysis and
Design Methodology (SSADM) or Dynamic Systems Development Methodology (DSDM) or equivalents
(tailored where appropriate and necessary) but only as agreed in writing with the Authority. The AGILE
methodology is so approved.
6. Data Standards
The Provider shall develop, document, operate and maintain standards and procedures for ensuring the
quality and integrity of all Authority Data including particularly all Personal Data that it is required to
process pursuant to this Contract. These standards and procedures are to be agreed with the Authority
(such agreement not to be unreasonably withheld or delayed).
The Provider must be appropriately registered as a Data Processor under the Data Protection Act 1998.
If not already in place, the Provider must demonstrate that they are working towards ISO 270001
(previously ISO 9001) certification and must advise the Authority when this is obtained.
8. Web Development Standards and Accessibility
Web Accessibility Initiative (WAI) A level requirements will be met by Provider and the Provider
endeavours to achieve AA level status.
The parties acknowledge that the Provider may not have control over the accessibility of content and
bandwidth. However, the parties will work together to establish an appropriate test to establish the
necessary levels of accessibility.
The Provider must adopt the IT Infrastructure Library (“ITIL”) for provision of Support Services.
The Provider must either hold or demonstrate that they are working towards ISO 270001 compliance.
ANNEX 4: MIGRATION PLAN
OUTLINE MIGRATION PLAN
1. The Provider agrees to comply with the following minimum standards in relation to the migration of
1.1 To work with the Authority and the User to identify the type of resource, assets and data which
need to be migrated;
1.2 To develop a migration plan for approval by the Authority and the User;
1.3 To identify test sites for trial migration;
1.4 To support the Authority and the User to back up all data on trial sites before the migration trial
1.5 To run the trial to extract and migrate data;
1.6 To provide reports on faults and successful migration;
1.7 To provide a plan for full migration;
1.8 To provide remedial action where migration did not work successfully; and
1.9 To work with the incumbent provider to ensure a smooth and successful migration.
ANNEX 5: IMPLEMENTATION PLAN
The Parties agree that a detailed Implementation Plan will be drawn up after the Project Initiation Meeting but the
agreed key milestones are set out below:
Key Milestones are as follows:
ANNEX 6: TESTING PROCEDURE
1. Testing Procedures
1.1 The Provider warrants that the Ordered Services shall comply with the Authority’s standard requirements
as set out in the Authority’s Statement of Requirements and the User’s requirements for the Ordered
1.2 Except as otherwise expressly set out in this Annex 6, the Parties hereby agree that the Ordered
Services will not be subject to any further testing procedures other than such user acceptance testing as
is developed and agreed between the Parties (as described at stage 3 in the Table of Milestones in
2. User Acceptance Tests
2.1 All user acceptance tests (UAT) will be carried out as described at stage 3 of the Implementation Plan as
set out in Annex 5.
ANNEX 7: CHARGING AND INVOICING
This annex sets out in tabular format;
The Contract Price, i.e. the prices offered in the specific mini competition to which it relates and (if the subject of
completed Order Form) accepted under a binding contract for the provision of the Services under the Call-Off
Terms and Conditions subject to the Framework Agreement; and
The method of calculation of any quantum of Service Credits payable by the Provider calculated as agreed by the
Parties as a term of this Contract.
Any Delay Payments due under this Contract will be negotiated between the Parties and will be detailed below:
Transition Period Payment:
ANNEX 8: LICENCE TERMS
1. The Standard Licence Terms must, as a minimum, confer the following rights on the Authority:
1.1 The right to use any Software as ordered/required (but this will not extend to rights to modify or
adapt the Software). The right to use under the Licence will be non-exclusive and either
perpetual or for a period that will allow an orderly transfer to a Replacement Provider on expiry or
early termination if necessary.
1.2 The right to engage third parties to use the Software on its behalf, subject to the third party
entering into a reasonably appropriate confidentiality agreement with the owner of the software).
1.3 The right to transfer the licence to other machines processors or other users within the User.
1.4 The right to assign the licence to a successor body carrying out the User’s functions.
1.5 The right to create an archival copy and a back-up copy.
1.6 The right to transfer or sub-licence the licence to the relevant User.
The details of the Licence Terms under each Call-Off Contract shall be determined between the Parties prior to
entering into the Contract.
ANNEX 10: SECURITY REQUIREMENTS
The contents of this Annex are confidential and are classified as Commercially Sensitive Information
The Provider shall adhere to the security policies and requirements as agreed by the Parties and set out in this
Annex 10 which shall be, be equivalent to or be more satisfactory than those as set out below:
E SAFETY POLICY
Like the Authority and the User, the Provider shall regard the safety, safeguarding and wellbeing of children as of
primary importance and shall accordingly and at all times take whatever security measures are appropriate.
The Provider shall as appropriate to the Ordered Services employ pro-active measures, in all aspects of security,
including physical and communications and software related, including but not limited to:
Software and application security
Hardware and data centre security
Application level security
Data and presentation layer separation
Support and help desk procedures
Co-operation with the User and Authority to undertake any formal investigation.
Subject to this Contract and decisions to be taken by the Provider with the prior written agreement of the User,
some or all of the above Services maybe subcontracted to a third party.
1. Software and Application security
Auditing of the software components and security measures is conducted regularly with firewall policies and
application level security enforced.
Any user details must be stored securely within any system only requiring minimal passing of authentication
tokens, mitigating the risk of personal data being acquired by external entities.
Security updates to systems are maintained through well-proven internal process, ensuring thorough standard
administration and updates are deployed if and when third party vendors receive an alert.
Active monitoring of industry recognised security resources must be employed to ensure all production systems
are secured against any new threats.
2. Hardware and Data Centre Security
Subject to this Contract and decisions to be taken by the Provider with the prior written agreement of the User,
some or all of the any Services fairly described as a Provider’s Hardware Hosting Facility may be subcontracted
to a third party.
3. Content Monitoring and Security (if provided)
Access to inappropriate content is managed through an Acceptable Usage Policy (“AUP”) to outline guidelines for
the individual schools combined with up to date Internet filter lists provided by a recognised third party vendor.
The AUP can be supplemented by Authority, User and individual schools policy for both staff and pupils. Any
learning platform contains secure collaboration and sharing tools which allow for discussion, development and
posting of any such supplemental guidelines.
Monitoring tools are provided within any learning platform for use by school administrators.
In all aspects of e-safety, the Provider must work in close conjunction with the Authority and User to perform
active monitoring on an ongoing basis to ensure appropriate mechanisms and procedures are in place to future
requirements appropriate to the Ordered Services.
The Provider must agree to co-operation with the Authority and User to undertake any formal investigation
instigated under the Authority’s agreed powers to identify inappropriate or illegal usage of any Services
In the case of any illegal, inappropriate, or abusive information, the Provider must as appropriate to the Ordered
Services use Authority and User compliant procedures, in adherence to the Data Protection Act including:
Notify Internet Watch Foundation
Promptly block site upon receiving the notification of a potential breach.
Management and reporting of the issue is escalated to an account manager, according to
Undertake investigations into security breach at the request of the Authority or User.
ANNEX 11: INSURANCE REQUIREMENTS
The Provider must have the following insurance policies and shall demonstrate the specific levels of cover to the
Authority on demand:
1. Employers’ Liability
Details to be inserted by the Provider to show their employers liability information.
2. Public & Products Liability
Details to be inserted by the Provider to show coverage of public and products liability.
3. Professional Indemnity
Details to be inserted by the Provider to show coverage of professional indemnity.
The Provider must agree to underwrite and provide an indemnity for all Sub-Providers who provide services,
hardware or advice as part of this contract, including costs, charges and legal expenses on an indemnity basis
brought against the User.
ANNEX 12: PERSONS USING THE ORDERED SERVICES
[The Schools and Other Sites listed in this Annex 12 shall comprise the complete list of persons using the
Ordered Services as at the Effective Date in respect which an Order Form has been completed.]
ANNEX 13: BEST VALUE
In support of the Authority’s annual best value reviews each year, the Provider will supply the User with evidence
of best value based on then commonly obtaining BV principles, such evidence to be proportionate in character
and not unduly costly to prepare. The User will from time to time specify to the Provider what evidence is
required and by when. A Provider may challenge the specification by use of the dispute procedure at Clause 51
of the Contract.
Areas of specific interest and provision include:
Transformation of teaching, learning and/or management of learning.
ANNEX 14: PERFORMANCE REPORTS
For the duration of the Contract Term, the User requires the Provider to submit Performance Reports on a
monthly basis with the relevant reporting dates to be set by the User from time to time. The User reserves the
right to confide the Performance Reports to the Authority in full and to require additional requirements during the
Contract Term but the following will be mandatory requirements for each Performance Report:
The Authority may set the format of a Performance Report from time to time.
ANNEX 15: SERVICE REVIEW MECHANISM
This Annex outlines the meetings that must take place as part of the service review mechanism in relation to the
Services provided pursuant to this Contract. The intention for the meetings is to review performance of
deployment and service against Service Levels.
To be scheduled and usually occur with a week’s notice and a published agenda.
Chaired by the Provider’s account director
Minuted by Provider
Attended by member of Provider’s support & operations team
Attended by User and/or Authority ICT Manager/ Consultant, Provider’s Customer Service Manager and
subject matter experts if agreed by both Parties.
Where the Provider’s account director is able to split the meeting into two and have separate curriculum / product
education meeting, then the Training Manager will replace the member of the Provider’s support and operations
team, and agenda items will be split between the meetings (often duplicated as required).
These meetings aim to provide the User/Authority and the Provider the opportunity for open discussion. Agenda
items address both technical and curriculum; the first set are usually more technically focused (capacity planning
etc), and the second pedagogy; strategies and the integration and embedding in the curriculum.
Partnership meetings are higher-stake meetings, usually quarterly meetings that enable the parties to consider,
discuss and set actions for developing the broader service and solution development. The meeting would
comprise a number of standing items.
Development Strategy Items
This item is designed to:
Improve the parties’ respective understanding of ongoing service/solution development requirements
Capture strategic objectives
Influence application of development plans and priorities
Share and communicate strategic development plans
Obtain feedback on the Provider’s new product and next version development activities
ANNEX 16: BUSINESS CONTINUITY
The following document sets out provisions to do with the Provider’s business continuity plan which shall be
provided to the User promptly upon request:
The User acknowledges that the “Provider’s ICT Business Continuity Plan (“ICTBCP”) is under continuous
review. The Provider shall provide the most recent version of the ICTBCP to the User when requested but should
the User wish to refer to it thereafter it should note that it is likely to be out of date. It is the User’s responsibility to
check with the Provider if a new version has been issued and request a copy of the same, if necessary.
Together with the Provider’s quality manual, the ICTBCP sets out the major perceived threats to business
survival and normal mode of operations and:
includes action plans and procedures to respond to those threats, should they materialise as incidents, or
situations to be managed;
includes roles and responsibilities of personnel responsible for the areas;
has been tested with live tests and subsequently reviewed, as part of Provider’s formal business
details the time to recovery for each department and Provider’s emergency location available that can be
operational within 4 hours; and
is part of every new employee induction and is available, in office and remotely, for reference via the
The Provider must provide details of systems and processes which demonstrate its determination to minimise the
risk of a disaster affecting its business continuity.
1. Incident Management
The User Body will raise an incident through a front line help desk. The User and Authority will be kept up-to-
date with progress and may be requested to provide further information as required.
The Provider shall ensure that:
any escalated incident will have a priority assigned depending on how much of an impact the loss of
functionality may be causing to the User, this is also based on the impact / urgency that was placed
on the initial incident/s;
it will then begin investigations to resolve the problem;
it shall first attempt to match the incident with a known-error. If the fault is a known-error, a
workaround is provided where it exists.
If the fault is not a known-error, the Provider front line help desk analyses the software incidents
reported attempting to discover the root-causes of the incident. Through the investigation phase, the
fault must be reproduced in a known, controlled environment.
If the Provider cannot fix the problem then it will be passed through to systems engineers / product
development to continue their investigation for a resolution.
The User will be notified within twenty four (24) hours of the User notifying the fault (whether by
ticket or otherwise) of when the fix for the incident will be available (i.e. which updates release)
either via the ticket logging system or emailed directly.
Media type: The Provider will utilise network attached storage and relevant systems for backing up the Authority’s
or User’s Data that is stored (the “Stored Data”).
Duration: The Provider will backup the entire server and maintain a three month history of Stored Data. The
Provider must be able to maintain a six-month history.
Media Sets: The Provider must use relevant media to backup data from the servers each week and store a
weekly archive of the data securely in a separate location to where the servers are housed.
Storage: The Provider will store all weekly back-ups of data securely. Once a month, the Provider must send a
report of successful back up and roll back of data to the User or Authority as appropriate for their retention.
Data Integrity: The Provider shall be responsible for the integrity of the Stored Data that it has taped as part of
the described back-up. The Provider will provide reasonable assistance to recover files if such data has been
corrupted at source.
3.1 Backup Verification
A verification of the headers will be performed. A complete compare between tape contents and the original data
must be performed every quarter. Periodic test restores from snapshot and tape will be performed. The
Authority must receive formal notification that backup restores have been successfully completed.
3.2 Backup Storage
All backups will be physically labelled with the date and the server names of the servers that are backed up on it.
The storage and location of the backups are the responsibility of the Provider.
3.3 Backup Archival
Wednesday is the day least likely to coincide with a public holiday. This reduces the likelihood of a missed day
and allows for proper backup collection procedures to occur the day after. The 4 Wednesday tape will be kept
as an archive.
Archive media must be labelled with the following information:
Servers backup up on archive medium
Backup operating system version
Backup software version
A register of all archive backups must be maintained online. The Authority must be able to access this archive to
verify that successful backup has been achieved.
The Provider must maintain a 4-week archive for recovery purposes. This must be able to be extended to meet
the Authority’s requirements if needed. Data is overwritten after this period.
3.4 Backup Review
The Provider must constantly monitor the performance and capacity of the backup. The Provider will provide
back-up provision within the User and Authority deployment to accommodate growing storage requirements and
a 4-week rotation cycle.
The Provider will finalise arrangements with the User or Authority to:
Utilisation of relevant and appropriate backup media
Data replication/ mirroring to a second data centre
3.5 Procedure for Restore
In the event that a connection or other asset has been deleted from the network provided by the Provider, the
User or Authority can request them to be restored. The process is a manual task and requires as much
information as possible.
Stage 1: The Provider should request the following information from the requestor.
The Provider must create an incident ticket and include the school contact making the request for the restoration.
Stage 2: The Provider must locate the asset.
Stage 3: The Provider must undertake the work to restore the requested asset and on completion request
confirmation from the requestor that the work has been carried out successfully.
Stage 4: The school will confirm that the work has been carried out successfully, and that the Incident ticket to be
resolved. Alternatively, if the work has not been completed to the schools expectations the ticket will remain
Stage 5: The Provider will escalate to a person or persons nominated from time to time by the User in the event
of a dispute for resolution which will be addressed using the Dispute Resolution Procedure.
The Provider must identify any risks associated with restoration of a connection or other asset:
For example – information created and deleted on the day of the backup but before the backup begins will not be
ANNEX 17: PAYMENTS ON TERMINATION
It is anticipated that the provisions in the Call-Off Terms and Conditions shall apply in respect of any payments to
be made in respect of termination of any Services provision in respect of any specific Order Form.
If a Provider wishes to propose any other relevant provision that proposal shall be not such as to materially
change the contractual arrangements and shall be permitted to be included only if the Authority has invited any
other parties to the Framework Agreement also to incorporate the proposal likewise.
ANNEX 18: EXIT MANAGEMENT
1. For the purposes of this Annex the “Exit Period” shall have the following meaning:
1.1 In the case of expiry of the Contract it shall mean the period commencing three (3) months prior
to the expiry of the Agreement and ending on the date three (3) months after such date of expiry;
1.2 In the case of termination of the Contract it shall mean the period commencing on the date of the
notice of such termination and ending on the date three (3) months after such date of
2. In respect of and during the Exit Period, the User and the Provider may agree and carry out an exit plan
3. During the Exit Period and subject to the Contract the Provider shall provide all reasonable co-operation
(including the provision of relevant information (provided the same is not confidential to the Provider
unless required under the Contract)) to the Provider and/or any Replacement Provider to the extent
reasonably necessary to allow the successful transition to services substantially the same as the
Services or, where no such services will thereafter be provided the wind down of the Services and the
secure transfer of any Authority connections and information or otherwise under the Contract.
4. Notwithstanding the generality of paragraph 3 above, during the Exit Period the Provider shall permit
reasonable access by a representative of the User to enable the User to manage transition to the
Replacement Provider. The Provider shall have no responsibilities in relation to such export of
information other than to make it reasonable available and to permit the User to access it. The User
shall be responsible for all aspects of the actual export.
5. If the User requires any reasonable support or assistance from the Provider in excess of that expressly
set out in Paragraphs 1 to 4 above, it may request this from the Provider. The Provider shall not
unreasonably refuse to provide such support or assistance.
6. On termination of the Agreement for any reason, the User shall have the right to purchase any
associated Hardware then owned by the Provider at its written down value and have the right to buy
further Ordered Services delivery on a week by week basis, such that Parties shall be deemed to enter
into a new contract on the same terms as the Contract modified as appropriate so as to address the new
contract’s week by week nature.
ANNEX 19: COMMERCIALLY SENSITIVE INFORMATION
The Provider shall specify in this Annex what the Commercially Sensitive Information comprises (which may
include information to do with pricing costs, financial models and specific contractual details) and why it is
Commercially Sensitive Information.
ANNEX 20: VARIATION FORM
IN RELATION TO THE CALL OFF CONTRACT TERMS AND CONDITIONS
No of Order Form being varied:………………………………………………………………………
Variation Form No:………………………………………………………………………………………
[ ] ("the User")
[ ] ("the Provider")
2. The Order is varied as follows: [list details of the Variation]
3. Words and expressions in this Variation shall have the meanings given to them in the Contract.
4. The Contract, including any previous Variations, shall remain effective and unaltered except as amended
by this Variation.
Authorised to sign for and on behalf of the User
Name in Capitals
Authorised to sign for and on behalf of the Provider
Name in Capitals
ANNEX 21: KEY PERSONNEL
The purpose of this annex is to identify those individuals employed or engaged by the Provider who are vital to
the successful provision of the Services. The annex should list the names of the Key Personnel and state their
In addition, the following information should be provided:
MANAGEMENT INFORMATION REQUIREMENTS
Monthly invoiced costs
Provider: [Details of Framework Provider]
Ordered Services Reference:
Monthly Invoiced Cost of all Ordered Services supplied under the Contract:
Other Information Requirements:
COMMERCIALLY SENSITIVE INFORMATION
FRAMEWORK CONTRACT VARIATION PROCEDURE
(Variations proposed by the Authority)
1.1 Schedule 8 details the scope of the variations permitted and the process to be followed where the
Authority proposes a variation to the Framework Contract.
1.2 The Authority may propose a variation to the Framework Contract under Schedule 8 only where the
variation does not amount to a material change in the Framework Contract or the Services.
1.3 Any variation to the Framework Contract proposed under this Schedule 8 must at all times be in
accordance with the Public Contracts Regulations 2006 “Regulations” and any guidance issued or
updated by the UK Government from time to time in accordance with the Regulations.
Procedure for proposing a Variation
1.4 Except where Clause 5 of this Schedule 8 applies, the Authority may propose a variation using the
procedure contained in this Clause 2.
1.5 In order to propose a variation, the Authority shall serve the Provider with written notice of the proposal
to vary the Framework Contract ("Notice of Variation").
1.6 The Notice of Variation shall:
1.6.1 contain details of the proposed variation providing sufficient information to allow the Provider
to assess the variation and consider whether any changes to the prices set out in its Pricing
Matrices are necessary; and
1.6.2 require the Provider to notify the Authority within 10 working days of any proposed changes to
the prices set out in its Pricing Matrices.
1.7 Upon receipt of the Notice of Variation, the Provider has 10 working days to respond in writing with any
objections to the variation.
1.8 Where the Authority does not receive any written objections to the variation within the timescales
detailed Clause 2.4 above, the Authority may then serve the Provider with a written Contract detailing
the variation to be signed and returned by the Provider within 10 working days of receipt.
1.9 Upon receipt of a signed Contract from the Provider, the Authority shall notify the Provider in writing of
the commencement date of the variation.
Objections to a Variation
1.10 In the event that the Authority receives written objection to a variation, the Authority may:-
1.10.1 withdraw the proposed variation; or
1.10.2 propose an amendment to the variation.
Changes to the Pricing Matrices
1.11 Where the Provider can demonstrate that a variation would result in a change to the prices set out in its
Pricing Matrices, the Authority may require further evidence from the Provider that any additional costs
to the Provider will be kept to a minimum.
1.12 The Authority may require the Provider to meet and discuss any proposed changes to the Pricing
Matrices that would result from a variation.
1.13 Where a change to the Provider's Pricing Matrices is agreed by the Authority, the Authority shall notify
its acceptance of the change to the Provider in writing.
1.14 In the event that the Authority and the Provider cannot agree to the changes to the Pricing Matrices, the
1.14.1 withdraw the variation; or
1.14.2 propose an amendment to the variation
Variations which are not permitted
1.15 In addition to the provisions contained in Clause 1.2 to this Schedule 8, the Authority may not propose
any variation which:-
1.15.1 may prevent the Provider from performing its obligations under the Framework Contract; or
1.15.2 is in contravention of any Law.
FRAMEWORK CONTRACT VARIATION PROCEDURE
(Variations proposed by the Provider)
1.1 Schedule 9 details the scope of the variations permitted and the process to be followed where the
Provider proposes a variation to the Framework Contract.
1.2 The Provider may propose a variation to the Framework Contract under Schedule 9 only where the
variation does not amount to a material change in the Framework Contract or the Services.
1.3 Any variation to the Framework Contract proposed under this Schedule 9 must at all times be in
accordance with the Public Contracts Regulations 2006 “Regulations” and any guidance issued or
updated by the UK Government from time to time in accordance with the Regulations.
2. Procedure for proposing a Variation
2.1 Except where Clause 5 of this Schedule 9 applies, the Provider may propose a variation using the
procedure contained in this Clause 2.
2.2 In order to propose a variation, the Provider shall serve the Authority with written notice of the proposal
to vary the Framework Contract ("Notice of Variation").
2.3 The Notice of Variation shall contain details of the proposed variation providing sufficient information to
allow the Authority to assess the variation and detail any proposed changes to the prices set out in its
2.4 Upon receipt of the Notice of Variation, the Authority has 30 working days to liaise with the other
Framework Providers in relation to the proposed variation and to respond in writing with any objections to
2.5 If the Authority does not have any objections to the variation, the Authority may then serve the Provider
with a written contract detailing the variation to be signed and returned by the Provider within 10 working
days of receipt.
2.6 Upon receipt of a signed contract from the Provider, the Authority shall notify the Provider in writing of
the commencement date of the variation.
3. Objections to a Variation
3.1 In the event that the Authority has objections to the proposed amendments, the Authority can:
3.1.1 reject the Provider’s proposed variation; or
3.1.2 propose an amendment to the variation; or
3.1.3 arrange a meeting to discuss the proposed variation in more detail.
4. Changes to the Pricing Matrices
4.1 Where the Provider can demonstrate that its proposed variation would result in a change to the prices set
out in its Pricing Matrices, the Authority may require further evidence from the Provider that any
additional costs to the Provider will be kept to a minimum.
4.2 The Authority may require the Provider to meet and discuss any proposed changes to the Pricing
Matrices that would result from a variation.
4.3 Where a change to the Provider's Pricing Matrices is agreed by the Authority, the Authority shall notify its
acceptance of the change to the Provider in writing.
4.4 In the event that the Authority and the Provider cannot agree to the changes to the Pricing
Matrices, the Authority may:
4.4.1 reject the variation; or
4.4.2 propose an amendment to the variation
5. Variations which are not permitted
5.1 In addition to the provisions contained in Clause 1.2 to this Schedule 9, the Provider may not
propose any variation which:
5.1.2 may prevent the Provider or the Authority from performing its obligations under the Framework
5.1.3 is in contravention of any Law.