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Process for Mini Competition BN

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					                                                  SCHEDULE 1

                                                    SERVICES

This Schedule 1 details the Services, services including ancillary works or goods, subject to this Framework
Agreement.

[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)



 Adobe Acrobat
   Document




         INSERT PROVIDERS RESPONSE TO SHOPPING BASKET AND SUBSEQUENT SCHOOL COSTING
HERE




 shopping basket




 clarification lot 2




                                                         1
                                              SCHEDULE 2

                                            AWARD CRITERIA

Framework Award Criteria

Within the specification, each item or requirement has been allocated an evaluation criteria. Those
criteria are:

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
                                                                applicable)

               Shopping Basket                                          20% of total score

               Schedule 1 ITT evaluation                        Total score possible 14640(all lots)




                                                     2
                                                 SCHEDULE 3

                                              PRICING MATRICES

[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
Framework Agreement.



[PRICING SLIDING SCALE]

[BULK BUYING DISCOUNT PROVISIONS]

[SERVICE SHORTCOMING RELATED PRICE ADJUSTMENTS]




                                                         3
                                                   SCHEDULE 4

                                                  ORDER FORM

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,
including:
        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
services.
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.

                                                          4
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
directive”):
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
suppliers.

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
framework covers.
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
                                                            5
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
supplier.

ORDER FORM

E2BN FRAMEWORK AGREEMENT

OJEU2010/S 168-257885 ID AUG066443

FROM

[User]

Services Used By



Service Address

Invoice Address

Contact Ref:           Ref:                       Phone:                        e-mail:



Order Number

                       To be quoted on all correspondence relating to this Order:

Order Date



TO

Provider:              [insert Provider's name]

For the attention
of:

E-mail

Telephone number



Address




                                                        6
1. SERVICES, WORKS & GOODS REQUIREMENTS




.

Commencement Date:

Termination Date:



Price Payable by [User]:




Effective Date:



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:

See Attached


                                                    7
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

Signature

Date



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
                                                                         1
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

Signature

Date




1
 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.
                                                                  8
                                             SCHEDULE 5

                                CALL-OFF TERMS AND CONDITIONS

1.    GENERAL PROVISIONS

1.1   Definitions

      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
                                          defined accordingly

      "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
                                              Data Controller

      “the Authority System”              the Authority’s computing environments (consisting
                                          of and including hardware, software and/or
                                          telecommunications networks, equipment and
                                          connectivity)

      “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
                                                   9
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
                             Contract

"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
                                      disclosing Party;

                             (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
                             Order Form

"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
                             its terms)

“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


                                      10
                                 (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
                                 legislation

“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



                                          11
“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
                             regulations

“Environmental Policy”       the Authority’s environmental policies as set within
                             Annex 3

“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
                             http://www.e2bn.org/

“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
                                       England

"Framework Agreement"        the framework agreement for the provision of
                             services and incidental works and goods between

                                      12
                         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
                         Regulations

“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
                         FOIA

“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
                              revenue;

                        (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

                                   13
"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
                                 Annex 21

“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
                                 England

“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
                                 approve

“Ordered Services”               the services required by a User from the Provider by
                                 an Order Form and which may be any or all of the

                                          14
                               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
                               Written Software;

"Provider"                     the person, firm or company with whom the User
                               enters into the Contract as identified in the Order
                               Form

“Provider’s Background IPRs”   (a) IPRs owned by the Provider before the Effective
                               Date, for example those subsisting in the Provider’s

                                         15
                            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
                            methodologies; and/or

                            (b) IPRs created by the Provider independently of
                            this Contract,

                            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
                            parent;

                                   of which the Provider is a member,

                                   all the companies of which are,

                                          o   registered as    companies        at
                                              Companies House,

                                          o   resident in the United Kingdom, and

                                          o    subject to a requirement to make
                                              returns under the Corporation Tax
                                              Act 2010.

“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
                            Monitoring)

“Regulations”               the Public Contracts Regulations 2006 as amended
                            by the Public Contract (Amendment) Regulations
                            2009

“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


                                     16
                            the Contract

“Replacement Services”      services provided by the Replacement Provider in
                            place of the Services

“Representatives”           collectively, the User Representative and the
                            Provider Representative

“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
                            Annex 10

“Services”                  the services, works and goods as defined in the
                            Framework Agreement

“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
                            2

“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


                                     17
“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
                                  Annex 3

“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
                                  Framework Agreement

“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
                                           convenience, or

                                          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


                                           18
       “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
                                             connectivity)

       “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



1.2   Interpretation

      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;


                                                       19
       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

Delay Notification

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


                                                        20
       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
       delay.

Correction Plan

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.

Longstop Date

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.     Testing

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.
                                                          21
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
              Standards;

      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

      Quality Plans

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
              management systems;

      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

                                                       22
       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
       Plans.

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
       on:

       10.1.1 the emergence of new and evolving relevant technologies which could improve the
              Services;

       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
       prescribed either;

       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.

                                                       23
11.4   If the Provider seeks to undertake enquiries under Clause 11.3.3 the User Body may withdraw their
       Order.

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
              trade union;

       11.2.6 such other details as may be reasonably requested by the User Body or Provider.

12.    Representatives

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

                                                        24
       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.

                                                       25
 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
         User.

 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.     Discrimination

 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
         Order.

 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.

                                                          26
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
       Order.

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
       Period.

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
                 Contract;

       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;


                                                        27
       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
                  DPA; and

       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;
                  and

        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.




                                                         28
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
                  advanced notice.



                                                        29
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
        Information.

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
       Licence Terms.

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

                                                        30
       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
       provided that:

       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
              the Authority.

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.    Escrow

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
       undertakings.

29.3   The User shall be entitled to release of the Source Code from escrow if the Provider;
                                                        31
       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
              Software;

       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
       same.

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.

                                                        32
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;

                                                        33
       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
        Transferee"):

         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
                  Transferee; and

         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
                  Provider;

        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

                                                        34
                 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
                 Services.

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
                  writing; or

       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:

       Provided that;

       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



                                                          35
        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
        those policies.

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
        this Contract.

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



                                                          36
       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
              Contract;

       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
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
              Control;

       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
       arrangements.

41.    Services to individual Sites


                                                       38
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
       writing.

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     Disruption

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.

                                                       39
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
       Contract.

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
       in writing.

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
       the Provider.

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     Disputes

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
       mediation.

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

                                                        40
               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
               Mediator;

       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
              representatives;

       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;



                                                        41
       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;

                                                        42
        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
               the Provider;

        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
                generally.
                                                         43
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.

50.    Severance

       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.

                                                         44
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.    NOTICES

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.    Waiver

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.




                                                         45
                                             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




2.




                                                        46
                             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




                                        47
                                ANNEX 3: STANDARDS AND POLICIES

STANDARDS AND POLICIES


1.   Technical

     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.

2.   Environment

     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
     Regulations 2002/96/EC.

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.

7.   Information

     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.


                                                     48
     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.


9.   Miscellaneous

     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.




                                                      49
                                        ANNEX 4: MIGRATION PLAN

OUTLINE MIGRATION PLAN

1.   The Provider agrees to comply with the following minimum standards in relation to the migration of
     Ordered Services:

     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
            begins;

     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.




                                                          50
                                      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:




                                                        51
                                    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
      Services.

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
      Annex 5).

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.




                                                     52
                                     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:

Delay Payments:

Transition Period Payment:




                                                          53
                                         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.




                                                        54
                                   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 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.



                                                        55
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

Security Breach

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
             appropriate procedures.
            Undertake investigations into security breach at the request of the Authority or User.




                                                        56
                                   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.




                                                          57
                        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.]




                                                    58
                                             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:

                Efficiencies;

                Improvements; and

                Transformation of teaching, learning and/or management of learning.




                                                        59
                                    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.




                                                        60
                                  ANNEX 15: SERVICE REVIEW MECHANISM

1.       Introduction

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.

Meetings:
        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.

Exceptions:

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

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
         and capabilities
        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




                                                         61
                                         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
         continuity policy;

        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
         company intranet.

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.

3.       Backup



                                                              62
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
                                                                                 th
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:
         Archive date
         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.

                                                         63
·

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
open.

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
recovered.




                                                         64
                                  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.




                                                         65
                                    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;
             and

     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
             termination.

2.   In respect of and during the Exit Period, the User and the Provider may agree and carry out an exit plan
     in writing.

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.




                                                     66
                         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.




                                                      67
                                            ANNEX 20: VARIATION FORM

                    IN RELATION TO THE CALL OFF CONTRACT TERMS AND CONDITIONS


No of Order Form being varied:………………………………………………………………………

Variation Form No:………………………………………………………………………………………

BETWEEN:


[                     ] ("the User")

and

[                     ] ("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

Signature

Date

Name in Capitals

Address



Authorised to sign for and on behalf of the Provider


Signature

Date

Name in Capitals

Address




                                                             68
                                         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
role/function.



In addition, the following information should be provided:

Provider Representative:



User Representative:




                                                         69
                                                                   SCHEDULE 6

                                                   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:




                                                                         70
     SCHEDULE 7

COMMERCIALLY SENSITIVE INFORMATION




                  71
                                                SCHEDULE 8

                                  FRAMEWORK CONTRACT VARIATION PROCEDURE

                                          (Variations proposed by the Authority)

Introduction

     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




                                                               72
     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
              Authority may:-

              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.




                                                            73
                                         SCHEDULE 9

                            FRAMEWORK CONTRACT VARIATION PROCEDURE

                                     (Variations proposed by the Provider)

1.      Introduction

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
        Pricing Matrices.

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
        the variation.

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.



                                                         74
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
        Contract; or

        5.1.3   is in contravention of any Law.




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