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HYBU CIG CYMRU – MEAT PROMOTION WALES
INVITATION TO TENDER FOR THE PROVISION OF DESIGN AND GRAPHICS
SERVICES
Latest Return Date: 12.00 pm on Friday 28th January 2011
Please return completed Response to ITT to Hybu Cig Cymru at
P.O. Box 176, Aberystwyth, SY23 2YA, United Kingdom
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INSTRUCTIONS TO TENDERER
1 Introduction and Background
Hybu Cig Cymru (“HCC”) is a body set up with primarily state sector support. HCC
undertakes activities relating to development and promotion of Welsh red meat. In
particular, HCC is involved in red meat industry development initiatives and its
activities include attendance at/holding trade fairs, information programmes,
competitions and consumer demonstrations.
HCC is seeking to set up framework agreements with one or more service providers
(up to a maximum of eight service providers) for the provision of design and graphics
services in connection with the development, promotion and marketing of Welsh red
meat, as more particularly described in the Contract Notice referred to in paragraph 2
and in paragraph 4.
2 Outline of Procurement Process and Timetable
On 13th December 2010 a contract notice reference number 2010-165454 (the
“Contract Notice”) was published in the Official Journal of the European Union inviting
requests to participate in this tender process from providers interested in providing to
HCC the services detailed in the Contract Notice. The procedure which HCC has
chosen to use for this tender process is the open procedure.
The tender process will involve the stages set out in the table below. However, please
note that those dates marked with an * may be subject to change.
Monday, 13th December 2010 OJEU Contract Notice issued.
Friday, 21st January 2011* Deadline for requests for further
information/guidance.
Friday, 28th January 2011 Deadline for receipt of tender responses
(12:00 noon).
Friday, 28th January 2011 - Evaluation of compliant tender
Friday, 4th March 2011* responses.
Friday, 4th March 2011* Selection of the successful tenderers and
notification of results of evaluation.
Tuesday, 15 March 2011* Expiry of standstill period.
1 April 2011 Framework agreements to be signed on
or before.
This invitation to tender (“ITT”) comprises these instructions to tenderer and the
appendices to these instructions to tenderer. This ITT will also be deemed to include
any requests for information and guidance and any responses thereto which,
pursuant to the provisions of paragraph 3, are disclosed or made available to
tenderers and any supplementary, revised and/or clarified provisions of this ITT which
may be issued or made available to tenderers by HCC from time to time.
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Subject to the provisions of paragraphs 8, 11.1 and 11.2, HCC will consider all
responses to ITT which are received by HCC in compliance with the requirements
detailed in this ITT. HCC intends to select one or more service providers up to a
maximum of eight service providers to enter into framework agreements in the form
set out in Appendix 1 on the basis of the most economically advantageous responses
to ITT evaluated and scored in accordance with the criteria set out in paragraph 7.
3 Additional Information and Guidance
All contact relating to this procurement including any requests for additional
information and for guidance in completing the response to this ITT must be in writing
and must only be addressed to Bryan Regan, HCC’s Corporate Services Manager,
who can be contacted at:
P.O. Box 176
Aberystwyth
SY23 2YA
United Kingdom
Facsimile: +44 (0)1970 615 148
Email: requests@hccmpw.org.uk
The deadline for submission of requests for additional information and for guidance in
completing the response to this ITT is Friday, 21st January 2011. Any requests
received after this deadline may not be considered. HCC will deal promptly with all
requests received before this deadline and will endeavour to respond to such
requests within three working days of receipt.
In the interests of fairness and transparency, responses to requests for additional
information and for guidance in completing the response to this ITT which HCC
considers to be points of clarification in relation to this ITT or to this procurement in
general or of general application and, if HCC considers it appropriate, the requests
themselves, will be disclosed to all tenderers. Such disclosures will be made via the
HCC website (www.hccmpw.org.uk) and can be accessed by clicking on
“procurement” and following the link. It is the responsibility of tenderers to ensure that
they regularly check this link for disclosures. Please note that this link is not password
protected and therefore it can be accessed by any user of the HCC website.
If you consider any request which you make to be commercially sensitive, you must
clearly mark the request as “commercially sensitive” and supply reasons why you
consider it to be commercially sensitive. Please note, however, that HCC will
determine, in its sole discretion, whether it considers any such request to be
commercially sensitive. If HCC determines that a request is commercially sensitive
HCC will not disclose the request or its response to such request to other tenderers. If
HCC determines that a request is not commercially sensitive it will inform the tenderer
making the request that this is the case. If the tenderer agrees that the request is not
commercially sensitive HCC will respond to the request and will be entitled to disclose
the request and its response thereto in accordance with the provisions of this
paragraph 3. If the tenderer does not agree that the request is not commercially
sensitive or does not inform HCC whether or not it so agrees within a period of one
working day, the request shall be deemed to be withdrawn and HCC shall not
respond to it. Nothing in this paragraph 3 shall be interpreted or construed as limiting
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in any way HCC’s ability to disclose any information to any person in complying with
its freedom of information obligations as outlined in paragraph 10.3.
Tenderers must not canvass or solicit information relating to this procurement from
any officer, employee, agent or adviser of HCC other than Bryan Regan, HCC’s
Corporate Services Manager.
4 HCC’s Requirements
HCC requires tenderers who can provide high quality origination, artwork, design and
layout services and related print services, where appropriate, for materials such as
advertising, corporate literature, datasheet and flyers, recipe cards booklets and
technical booklets. Such services and materials must be provided within the context
of HCC’s brand guidelines (a copy of which is available from Bryan Regan (contact
details set out in paragraph 3)), show innovation and flair and may be required in
response to short lead-times. Some of the materials required may also need to be
produced multilingually as well as in single languages other than English. Whilst HCC
may produce the translated text for these purposes, the successful tenderer will need
to show an awareness of how different languages would look when producing
materials for HCC to ensure a consistent look across such materials.
5 Completing the Response to ITT
All tenderers must complete and return to HCC the response to this ITT (“Response
to ITT”) in the form set out in Appendix 2 in accordance with the requirements detailed
in paragraph 6.
The Response to ITT may be submitted in the English or the Welsh language and
comprises the following parts:
5.1 Part A: Tenderer Details
Part A of the Response to ITT relates to the tenderer’s basic organisational
details, its economic and financial standing and its technical ability. Tenderers
are required to answer each and every question in Part A and must provide all
of the information requested in Part A.
5.2 Part B: Tender Response
Part B of the Response to ITT relates to the tenderer’s proposal for meeting
HCC’s requirements. Tenderers are required to answer each and every
question in Part B.
5.3 Part C: Non-collusion Certificate
Part C of the Response to ITT must be completed by tenderers.
5.4 Part D: Submission of Response Certificate
Part D of the Response to ITT must be completed by tenderers.
Tenderers must adhere to the word limits indicated in the Response to ITT. Please
note that failure fully to complete all relevant parts of the Response to ITT, failure to
provide any information in response to a question in the Response to ITT or failure to
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adhere to any word limit specified in the Response to ITT may result in the tenderer’s
exclusion from the tender process. If the tenderer considers that a particular question
is not applicable it should mark it as “not applicable” or similar.
If at any time a tenderer (or, in the case of a tenderer which is a consortium, any
member of the consortium) becomes aware that any information which it (or, in the
case of a tenderer which is a consortium, any member of the consortium) has
provided to HCC, including without limitation in a Response to ITT, is incomplete,
inaccurate or misleading in any respect or has ceased to be correct, such tenderer
must immediately notify HCC thereof.
6 Return of Completed Responses to ITT
Completed Responses to ITT must be returned to HCC in hard copy only to arrive
with HCC no later than 12.00 noon on Friday, 28th January 2010 at:
P.O. Box 176
Aberystwyth
SY23 2YA
United Kingdom
Envelopes containing completed Responses to ITT must be clearly marked
“Response to ITT – Design and Graphics Services” and it must not be possible to
determine the identity of the sender from the markings on the envelope.
Any completed Response to ITT which is received by HCC after 12.00 noon on Friday
28th January 2011 or which is received by HCC at an address other than that set out
above may not be considered and may be excluded from this tender process. Please
note that it is the responsibility of the tenderer to ensure that the Response to ITT is
actually received by HCC by the deadline detailed above.
HCC accepts no responsibility for the shortcomings of any delivery system or for any
lost, delayed or defective Response to ITT. It is up to tenderers to ensure that each
Response to ITT is prepared in good time (taking into account the possibility of staff
absences or technical failures) and is submitted in advance of the deadline for receipt
of the Response to ITT set out in this paragraph 6. Proof of despatching will not be
deemed to be proof of delivery and tenderers are advised to seek an
acknowledgement of receipt.
HCC may require a tenderer to provide further information and/or clarification of any
matters contained in a Response to ITT.
7 Evaluation of Tenders
7.1 Compliance Check
Upon receipt by HCC, each Response to ITT will be checked for completeness
and compliance in a two stage process.
The stage 1 check will be a cursory check by HCC to ensure that the tenderer
has submitted its Response to ITT in accordance with the provisions of this
ITT and that all documents requested in this ITT and/or the Response to ITT
have been returned. Following the stage 1 check, if HCC considers that a
Response to ITT has not been submitted in accordance with the provisions of
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this ITT and/or considers that any documents that are required to be returned
to HCC with the Response to ITT, have not been completed or have not been
returned, HCC may reject the Response to ITT as non-compliant.
The stage 2 check will be an assessment by HCC of the tenderer’s responses
to the questions in Part A of the Response to ITT on the basis of the following:
Areas where
information is
requested
Parts A1 – A12: Basic These questions are not scored but must be
Information, Status and completed.
Bank Details
Part A13: Conflicts of Pass (No conflict of interest or manageable
Interest conflict of interest) / Fail (Unmanageable conflict
of interest).
Part A14 – A18: Pass (No financial risk or acceptable level of
Economic and Financial financial risk in the context of the services) / Fail
Standing (unacceptable level of financial risk in the
context of the services).
Part A19 – A27: Pass (Acceptable level of technical capacity and
Technical Capacity experience in the context of the services) / Fail
(No real technical capacity and experience or
unacceptable level of technical capacity and
experience in the context of the services).
Part A28: Environmental This question is not scored but must be
Policy: completed.
Part A29: Health and This question is not scored but must be
Safety Policy: completed.
Part A30: Equal This question is not scored but must be
Opportunities Policy: completed.
Part A31 – A38: Personal A tenderer and/or a Response to ITT may be
Situation: disqualified from this tender process if the
grounds for exclusion in Regulation 23 of the
Public Contracts Regulations 2006 apply.
Following the stage 2 check, if HCC’s assessment of the tenderer’s responses
to the questions in Part A of the Response to ITT indicates that (i) the tenderer
has scored a “fail” in relation to a pass/fail question, or (ii) that the tenderer
has not provided a response in relation to a question that is not scored but
must be completed, or (iii) the grounds for exclusion in Regulation 23 of the
Public Contracts Regulations 2006 apply, such tenderer’s Response to ITT
may be rejected as being non-compliant.
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If HCC rejects a Response to ITT as being non-compliant in accordance with
the provisions of this paragraph 7.1, HCC will notify the relevant tenderer of
such rejection as soon as reasonably practicable. Such rejected tenderer will
be entitled to request a debriefing from HCC.
Each Response to ITT which complies with the stage 1 and stage 2 checks
will be evaluated by HCC in accordance with the provisions set out in
paragraph 7.2.
7.2 Evaluation of Tender Responses
Subject to this paragraph 7 and paragraph 8 HCC will evaluate and score Part
B of each compliant Response to ITT in accordance with the weightings,
scoring profile and evaluation matrix set out below.
7.2.1 Evaluation Weightings
As stated in the contract notice HCC intends to select one or more service
providers up to a maximum of eight service providers to enter into framework
agreements in the form set out in Appendix 1 on the basis of the most
economically advantageous Responses to ITT.
The criteria for assessing the most economically advantageous Responses to
ITT from the point of view of HCC and the weighting attributed to each criterion
are set out below:
Criteria Weighting (total of 10)
Financial 4
Quality 6
Within each of the above criteria there are sub-criteria that HCC will use to
evaluate each tenderer’s Response to ITT. The sub-criteria that will be used
and the weighting attributed to each sub-criterion are as follows:
Financial Sub-Criteria Weighting (total of 10)
Rates 10
Quality Sub-Criteria Weighting (total of 10)
Work within brand guidelines 3
Work to short-lead times 2
Innovation and flair 3
Work multilingually 2
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7.2.2 Financial Scoring Profile
Each Financial sub-criterion will be scored on the basis of the scoring profiles
set out in the following table:
Sub-Criteria Scoring Profile
Rates 0 = more than 50% above lowest proposal
1 = within 50% of lowest proposal
(B.1 of Response to 2 = within 20% of lowest proposal
ITT) 3 = within 10% of lowest proposal
4 = within 5% of lowest proposal
5 = lowest proposal
7.2.3 Quality Scoring Profile
Each Quality sub-criterion will be scored on the basis of the scoring profiles
set out in the following table:
Sub-Criteria Scoring Profile
Work within 0 = no understanding of or methodology for ensuring
brand compliance with brand guidelines
guidelines 1 = very limited understanding of and methodology for
ensuring compliance with brand guidelines
(B.2 of 2 = limited understanding of and methodology for ensuring
Response to compliance with brand guidelines.
ITT) 3 = adequate understanding of and methodology for ensuring
compliance with brand guidelines but with gaps.
4 = good understanding of and methodology for ensuring
compliance with brand guidelines but with small gaps.
5 = excellent understanding of and methodology for ensuring
compliance with brand guidelines.
Work to 0 = no methodology for dealing with the short lead times.
short-lead 1 = very limited methodology for dealing with the short lead
times times.
2 = limited methodology for dealing with the short lead times.
(B.3 of 3 = adequate methodology for dealing with the short lead
Response to times.
ITT) 4 = good methodology for dealing with the short lead times.
5 = excellent methodology for dealing with the short lead
times.
Innovation 0 = no explanation of how the organisation will deliver
and flair innovation and flair.
1 = very limited explanation of how the organisation will
(B.4 of deliver innovation and flair.
Response to 2 = limited explanation of how the organisation will deliver
ITT) innovation and flair.
3 = adequate explanation of how the organisation will deliver
innovation and flair.
4 = good explanation of how the organisation will deliver
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innovation and flair.
5 = excellent explanation of how the organisation will deliver
innovation and flair.
Work 0 = no understanding of and methodology for providing
multilingually materials with a consistent look in more than one language.
1 = very limited understanding of and methodology for
(B.5 of providing materials with a consistent look in more than one
Response to language.
ITT) 2 = limited understanding of and methodology for providing
materials with a consistent look in more than one language.
3 = adequate understanding of and methodology for providing
materials with a consistent look in more than one language.
4 = good understanding of and methodology for providing
materials with a consistent look in more than one language.
5 = excellent understanding of and methodology for providing
materials with a consistent look in more than one language.
7.2.4 Sub Criteria Evaluation Matrix
The sub-criteria will be scored and weighted in accordance with the following
evaluation matrix to calculate the total score for the Financial and Quality
criteria:
Financial Score (0 – 5) Weighting (10) Score x
Sub-Criteria Weighting (50)
Total:
Quality Sub- Score (0 – 5) Weighting (10) Score x
Criteria Weighting (50)
Total:
HCC has set out below an example to demonstrate how the sub-criteria
evaluation matrix will work:
Financial Score (0 – 5) Weighting (10) Score x
Sub-Criteria Weighting (50)
A 3 10 30
Total: 30
Quality Sub- Score (0 – 5) Weighting (10) Score x
Criteria Weighting (50)
A 3 3 9
B 1 2 2
C 2 3 6
D 4 2 8
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Total: 25
In the example above, the tenderer would have scored 30 marks out of a
possible 50 for Financial and 25 marks out of a possible 50 for Quality.
7.2.5 Calculation of Final Score
Finally, to calculate each tenderer’s final score HCC will multiply the tenderer’s
score for each criterion by the weighting attributed to that criterion and add the
two scores together:
Criteria Total Criteria Weighting (10) Score x
Score Weighting (500)
Financial 4
Quality 6
Total:
Following on from the example sub-criteria evaluation matrix in paragraph
7.2.4, HCC has set out below an example to demonstrate how the calculation
of each tenderer’s final score will work:
Criteria Total Criteria Weighting (10) Score x
Score Weighting (500)
Financial 30 4 120
Quality 25 6 150
Total: 270
In the example above the tenderer would have scored a total of 270 marks out
of a possible 500.
8 Disqualification of Tenderers
HCC reserves the right to disqualify a Response to ITT and/or a tenderer from this
procurement process at any time if:
8.1 a Response to ITT does not comply in any respect with the requirements of
this ITT;
8.2 any information provided to HCC by the relevant tenderer (or, in the case of a
consortium, any of its members), including without limitation in a Response to
ITT is incomplete, inaccurate or misleading in any respect or ceases to be
correct; or
8.3 the tenderer has colluded with any person (excluding, where the tenderer is a
consortium, collusion between consortium members in relation to the
consortium’s Response to ITT) in relation to or in connection with its or any
other tenderer’s Response to ITT.
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Disqualification of any Response to ITT or tenderer will be without prejudice to any
other rights or remedies of HCC.
9 Contract Award
Responses to ITT must remain open for a period of six months from the deadline for
submission of Responses to ITT.
Subject to the provisions of paragraphs 11.1 and 11.2:
9.1 following completion of the evaluation of Responses to ITT, HCC will inform
tenderers of the results of the evaluation; and
9.2 those tenderers whose Responses to ITT have been successful will be
required to enter into a framework agreement with HCC in the form set out in
Appendix 1. No contract will be formed unless and until HCC and a provider
execute a framework agreement. No oral or written acceptance of any
Response to ITT or notification that a tenderer has been successful will
constitute a contract.
Tenderers are reminded that any framework agreement entered into with HCC will be
a call off agreement and that services will be commissioned on an “as and when”
basis. HCC does not guarantee that any party to a framework agreement will be
commissioned to provide a minimum level of services or any services at all.
Please note that if a consortium submits a tender which is acceptable to HCC, HCC
may require the consortium to form a legal entity before entering into a framework
agreement and/or joint and several liability of all consortium members and/or
guarantees and/or undertakings by some or all consortium members in respect of
some or all other consortium members may be required.
10 Confidentiality and Freedom of Information
10.1 By completing and returning the Response to ITT, tenderers agree to keep
confidential any information which is not already in the public domain at the
time of disclosure and which is disclosed or otherwise made available to them
by HCC in any medium whatsoever during or in connection with this tender
process, not to use such information for any purpose other than the
preparation of the Response to ITT and not to disclose such information to any
person other than in confidence and on a need to know basis to persons who
are directly involved in the preparation of the Response to ITT.
10.2 Tenderers are reminded that HCC owns the copyright in and to the ITT and
any other materials issued or made available by HCC and accordingly
tenderers are not permitted to copy, reproduce, duplicate or issue copies of
this ITT or such materials other than as strictly required for the preparation of
the Response to ITT.
10.3 HCC is a public authority for the purposes of the Freedom of Information Act
2000. Information disclosed to HCC by any person during the course of this
procurement process, whether in a Response to ITT or otherwise, may
therefore be disclosed to the public in response to an information request. If a
tenderer considers that any information which it discloses to HCC is
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confidential or commercially sensitive it should identify this to HCC and explain
the reasons why. Tenderers should note, however, that identifying information
as confidential or commercially sensitive does not guarantee that it will be
exempt from disclosure and HCC retains the discretion to decide whether or
not particular information is exempt from disclosure.
11 General
11.1 Nothing contained in this ITT nor any communication between HCC and a
tenderer shall constitute a contract for the provision of any services covered by
this tender process nor a warranty or a representation that any contract will or
may be awarded. HCC gives no warranty or representation regarding the
completeness or accuracy of any information contained in this ITT and any
reliance placed on any such information by any tenderer is at the tenderer’s
own risk.
11.2 HCC reserves the right:
11.2.1 to withdraw from and/or abandon and/or defer this tender process at
any time;
11.2.2 not to award any contract as a result of this tender process;
11.2.3 to supplement, revise and/or clarify the terms and conditions of this
ITT;
11.2.4 to require tenderers to clarify their Responses to ITT and/or to
provide additional information in relation thereto; and
11.2.5 not to enter into a contract with a person who is not an entity which
returned a successful Response to ITT and, where a successful
Response to ITT was returned by a consortium, not to enter into a
contract as a consequence thereof including without limitation if the
members of the consortium differ in any respect from those
members identified in the Response to ITT.
Any supplements, revisions and/or clarifications to the terms and conditions of
this ITT may be made available to tenderers via the HCC website
(www.hccmpw.org.uk) by clicking on “procurement” and following the link. It is
the responsibility of tenderers to ensure that they regularly check this link for
supplements, revisions and clarifications.
11.3 No publicity regarding this tender process or the award of any contract is
permitted without the express permission of HCC.
11.4 Each tenderer shall be responsible for its own costs and expenses incurred in
connection with this procurement process. HCC will not, under any
circumstances, contribute towards any such costs and expenses.
11.5 This ITT shall be governed by the laws of England and Wales and each
tenderer agrees, by returning a Response to ITT, to submit to the exclusive
jurisdiction of the courts of England and Wales.
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APPENDIX 1
FRAMEWORK SUPPLY AGREEMENT
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DATED 2011
(1) HYBU CIG CYMRU – MEAT PROMOTION WALES
and
(2) [ ]
FRAMEWORK SERVICES AGREEMENT
Geldards LLP
Cardiff
Derby
Nottingham
Ref: 17512.30
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THIS AGREEMENT is made the [ ] day of [ ] 2011
BETWEEN:
(1) HYBU CIG CYMRU – MEAT PROMOTION WALES a company limited by guarantee
incorporated in England and Wales (company number 04635113) whose registered
office is at Ty Rheidol, Parc Merlin, Aberystwyth, SY23 3FF (“HCC”); and
(2) [Note: name and details to be inserted] (the “Service Provider”).
WHEREAS:
(A) On 13th December 2010 HCC published a contract notice in the Official Journal of the
European Union inviting requests to participate in a tender process from persons
interested in providing certain services, including the Services, to HCC.
(B) The Service Provider submitted a request to participate and duly participated in such
tender process.
(C) The Service Provider’s tender to be selected as a potential provider of the Services to
HCC was successful and accordingly HCC may wish to require the Service Provider
to provide Services to HCC from time to time.
(D) Accordingly, HCC and the Service Provider wish to enter into a framework services
agreement governing the provision of Services by the Service Provider to HCC from
time to time on the terms and conditions set out in this Agreement and in the relevant
Purchase Order.
IT IS AGREED as follows:
1 Definitions and Interpretation
In this Agreement and any and all Contracts:
1.1 the following words and expressions shall have the following meanings:
“Best Practice” that degree of skill, care, diligence and prudence
reasonably and ordinarily expected from experienced
and competent persons engaged in the provision of
services similar to the Services under similar
circumstances and conditions; in accordance with all
methods, standards and practices customarily used in
good and prudent industry practice; using or procuring
the use of processes compliant with all applicable laws
and legal obligations and with any relevant British,
European or international standards, specifications and
codes of practice and such other equivalent standards,
specifications or codes of practice that may be in force
from time to time during the Term; and using
appropriately experienced, skilled, qualified and trained
personnel;
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“Business Day” any day other than Saturday, Sunday and public
holidays in England and Wales;
“Charges” the charges detailed in the relevant Purchase Order,
calculated in accordance with the rates set out in
Schedule 3;
“Commencement Date” 1st April 2011;
“Confidential Information” collectively and individually any and all information
whether of a technical, commercial or financial nature
relating to HCC’s business, objectives, products,
services, technology, customers and/or suppliers, in
whatever form and on whatever media held;
“Contract” a contract for the provision of Services by the Service
Provider to HCC formed in accordance with the
provisions of clause 3.3;
“Data Processor” has the meaning set out in the DPA;
“DPA” the Data Protection Act 1998;
“Environmental Information the Environmental Information Regulations 2004;
Regulations”
“FOIA” the Freedom of Information Act 2000 together with any
guidance and/or codes of practice issued by the
Information Commissioner from time to time in relation
thereto;
“Force Majeure Event” act of God, war, riot, civil commotion, terrorist attack,
nuclear, chemical or biological contamination, fire, flood
or storm;
“Information” has the meaning given under section 84 of the FOIA;
“Insolvency” (a) the presentation of a petition or the convening of
a meeting for the purpose of considering a
resolution, for the winding up or dissolution of, the
passing of any resolution for the winding up or
dissolution of, or the making of a winding up
order against or order for the dissolution of, the
Service Provider;
(b) the appointment of a receiver, administrative
receiver, receiver and manager, administrator,
sequestrator or similar officer over all or any of
the assets or undertaking of the Service Provider,
the making of an administration application, or
the making of an administration order or
presentation of an administration petition, in
relation to the Service Provider;
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(c) the proposal of, application for or entry into of a
compromise or arrangement or voluntary
arrangement, or any other scheme in satisfaction
or composition of any of its debts or any other
arrangement for the benefit of its creditors
generally, by the Service Provider with any of its
creditors (or any class of them) or any of its
members (or any class of them) or the taking by
the Service Provider of any action in relation to
any of the same or the filing of any
documentation for the purpose of obtaining a
moratorium pursuant to section 1A and
paragraph 7 of schedule A1 of the Insolvency Act
1986 in relation to the Service Provider;
(d) the taking by any creditor (whether or not a
secured creditor) of possession of, or the levying
of distress or enforcement or some other process
upon, all or part of the property, assets or
undertaking of the Service Provider;
(e) the suspension or threatened suspension of
payment of its debts by the Service Provider or
the Service Provider being unable to pay its debts
as they fall due or admitting its inability to pay its
debts or the Service Provider (being a company)
being deemed unable to pay its debts within the
meaning of section 123 of the Insolvency Act
1986 (with the words “proved to the satisfaction of
the court” deemed to be omitted from that section
for these purposes) or the Service Provider
(being a natural person) being deemed unable to
pay its debts or as having no reasonable
prospect of doing so, in either case, within the
meaning of section 268 of the Insolvency Act
1986 or the Service Provider (being a
partnership) having any partner to whom any of
the foregoing apply;
(f) the presentation of a petition for bankruptcy, or
the making of a bankruptcy order, in respect of
the Service Provider or the occurrence of
circumstances in respect of the Service Provider
which would enable the presentation of a
bankruptcy petition under Part IX of the
Insolvency Act 1986 or the making of an
application for an interim order or the making of
an interim order under section 252 of the
Insolvency Act 1986 in relation to the Service
Provider or, where the Service Provider is a
partnership, the occurrence of any of the
foregoing events in relation to any individual
partner in that partnership;
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(g) the ceasing by the Service Provider to carry on
the whole or a substantial part of its business;
(h) the Service Provider, being a natural person,
dying or, by reason of illness or incapacity
(whether mental or physical) being incapable of
managing his or her own affairs or becoming a
patient under any mental health legislation; or
(i) the occurrence of an event or circumstance in
relation to the Service Provider similar to any of
those referred to in paragraphs (a) to (h) above in
any jurisdiction other than England and Wales;
and the term “Insolvent” shall be construed accordingly;
“Intellectual Property Rights” collectively any and all intellectual property rights
arising or subsisting in any part of the world including:
(a) inventions, patents, registered designs, domain
names, trade marks (whether registered or
unregistered), applications for any of the
foregoing and the right to apply therefor in any
country of the world;
(b) copyrights, rights in the nature of copyrights,
moral rights, design rights and database rights;
(c) trade names and logos;
(d) know-how and trade secrets; and
(e) all or any similar or equivalent rights;
“Materials” any and all documents, works, literature, manuals,
reports, drawings, designs, artwork, data, models,
prototypes, materials, photographs, films, sound
recordings and voice-overs (in whatever form and on
whatever media held) which are provided to HCC by
the Service Provider in the course of providing the
Services and/or which are acquired, created,
originated, conceived, designed, developed or
otherwise prepared by the Service Provider (and/or its
sub-contractor) in the course of providing or otherwise
in connection with the provision of the Services,
including any and all copies thereof and extracts
therefrom in whatever form and on whatever media
held;
“Month” a calendar month during the Term (or part thereof in
the case of the last such month); and “Monthly” shall be
construed accordingly;
“Personal Data” has the meaning set out in the DPA;
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“Pre-Approved Expenses” has the meaning set out in clause 6.4;
“Products” together;
(a) any and all goods and products which are
provided to HCC by the Service Provider in the
course of providing or in connection with the
provision of the Services; and
(b) Materials, including, for the avoidance of doubt,
any Materials provided to HCC by the Service
Provider as part of or affixed or attached to any
good or product;
“Purchase Order” a purchase order substantially in the form set out in
Schedule 2;
“Records” has the meaning set out in clause 8.1;
“Requests for Information” has the meaning set out in FOIA, together with any
apparent request for information under the FOIA or the
Environmental Information Regulations;
“Services” the services detailed in Schedule 1;
“Source Materials” together:
(a) any materials incorporated in any Product, the
Intellectual Property Rights in which are owned
by a Third Party, including performance rights,
music and photographs; and
(b) any off-the-shelf goods the Intellectual Property
Rights in which are owned by a Third Party;
“Term” the period during which this Agreement is in force and
effect pursuant to the provisions of clause 12.1;
“Third Party” any person other than HCC or the Service Provider;
1.2 references to recitals, clauses and schedules are references to recitals and clauses of
and schedules to this Agreement;
1.3 a reference to any statute or statutory provision shall include any subordinate
legislation made under the relevant statute or statutory provision and shall be
construed as a reference to such statute, statutory provision or subordinate legislation
as it may have been, or may from time to time be, amended, modified or re-enacted
(with or without modification);
1.4 references to a “person” shall be construed so as to include any individual, firm,
corporation, government, state or agency of a state or any joint venture, trust,
association or partnership (whether or not having separate legal personality);
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1.5 references to any gender shall include every gender, and the singular shall include
the plural and vice versa;
1.6 references to “indemnify” and “indemnifying” any person against any circumstance
include indemnifying and keeping that person harmless from all actions, claims and
proceedings from time to time made against that person and all loss and damage and
all payments, costs and expenses (including legal fees on a solicitor own client basis
and taxes) made or incurred by that person as a consequence of or which would not
have arisen but for that circumstance;
1.7 references to writing shall include any mode of reproducing words in a legible and
non-transitory form;
1.8 references to a “party” or the “parties” are to a party or the parties to this Agreement;
1.9 references to any English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall in respect of any jurisdiction other than England be deemed to include what
most nearly approximates in that jurisdiction to the English legal term (and references
in this paragraph to “England” and “English” shall also include a reference to “Wales”
and “Welsh” respectively);
1.10 the rule known as the ejusdem generis rule shall not apply and accordingly general
words introduced by the word “other” shall not be given a restrictive meaning by
reason of the fact that they are preceded by words indicating a particular class of
acts, matters or things;
1.11 general words shall not be given a restrictive meaning by reason of the fact that they
are followed by particular examples intended to be embraced by the general words;
1.12 the schedules form part of this Agreement and shall have the same force and effect
as if expressly set out in the body of this Agreement, and any reference to this
Agreement shall include the schedules;
1.13 the recitals and headings to clauses and schedules are for convenience only and
shall not affect the construction or interpretation of this Agreement or any Contract;
and
1.14 [where any obligation, representation, warranty, undertaking or indemnity in this
Agreement or any Contract is expressed to be made, undertaken or given by two or
more of the parties, those parties shall be jointly and severally responsible for it].
[Note: to be included only if the Service Provider is made up of more than one
legal entity.]
2 Scope of Agreement
This Agreement governs the overall relationship between the parties with regard to
the provision of Services by the Service Provider to HCC during the Term.
3 Contract Call Off
3.1 If, at any time during the Term, HCC has a requirement for services of the type set out
in Schedule 1, HCC shall issue a call for mini competition to the Service Provider and
other service providers with whom HCC has entered into framework agreements. If
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the Service Provider wishes to respond to such call for mini competition it shall
comply with the timescales and requirements set out in the call for mini competition.
3.2 If HCC issues a call for mini competition pursuant to the provisions of clause 3.1 and
HCC decides to award a contract as a result of such mini competition, such contract
shall be awarded and a Purchase Order shall be issued to the service provider who
has submitted the most economically advantageous tender on the basis of the criteria
set out in the call for mini competition.
3.3 This Agreement shall constitute a continuing offer by the Service Provider to provide
Services to HCC on and subject to the terms and conditions of this Agreement and
any terms and conditions set out in the relevant Purchase Order, acceptance of which
shall be deemed to occur and a contract deemed to be formed upon HCC issuing a
Purchase Order to the Service Provider.
3.4 Each Contract shall constitute a separate contract and shall incorporate the terms and
conditions set out in this Agreement and in the relevant Purchase Order, to the
exclusion of any and all terms or conditions of supply proffered by the Service
Provider.
3.5 HCC does not make any warranty or representation that it will issue Purchase Orders
to the Service Provider for the provision of a minimum quantity of Services or for any
Services at all, and the Service Provider acknowledges and agrees that this is the
case.
3.6 In the event and to the extent only of any conflict between the terms of this
Agreement and the provisions of a Purchase Order, the provisions of the Purchase
Order shall prevail.
4 Provision of Services
4.1 The Service Provider shall, at all times during the Term, provide the Services in
accordance with:
(a) Best Practice; and
(b) the terms and conditions set out in this Agreement and in the relevant
Purchase Order.
4.2 The Service Provider shall immediately notify HCC in writing if it is for any reason
unable to provide the Services or any of them. Any such notification shall be without
prejudice to any rights which HCC may have whether under this Agreement or the
relevant Contract or otherwise at law or in equity in respect of such inability of the
Service Provider to provide the Services or any of them.
5 Obligations of the Service Provider
5.1 The Service Provider shall, at all times during the Term,:
(a) comply with any and all applicable laws and legal obligations relating (whether
in whole or in part) to the provision of the Services, including health and safety
and non-discrimination laws, regulations and codes of practice;
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(b) obtain and maintain in force all necessary licenses, permits, consents and
authorisations required from time to time for the provision of the Services;
(c) provide HCC and its officers, employees, agents and representatives with
such access to the Service Provider’s premises and any other premises from
which the Services are performed from time to time at such times as HCC
reasonably requires for the purposes of inspecting the facilities at such
premises, the provision of the Services and the compliance by the Service
Provider with the terms and conditions of this Agreement and any Contracts;
(d) provide and make available such access to and assistance from such of the
Service Provider’s personnel as HCC may reasonably require from time to
time;
(e) promptly notify HCC of any matter, thing or relationship which would or might
conflict with the full and proper performance of its obligations under this
Agreement or any Contract;
(f) promptly notify HCC of any change (whether permanent or temporary) to the
identity of the personnel involved in the performance of the Services;
(g) without prejudice to the provisions of clause 17, promptly notify HCC of any
change to the Service Provider’s contact details from time to time; and
(h) promptly notify HCC if any change of control occurs in relation to the Service
Provider. For the purposes of this clause 5.1(h), a “change of control” means
that a person who did not previously have control (as that term is defined in
section 840 of the Income and Corporation Taxes Act 1988) of the Service
Provider acquires control of the Service Provider.
5.2 The Service Provider shall not at any time use the name of HCC or any trade marks
(whether registered or unregistered) or trade names of HCC without the prior written
consent of HCC. In using such names and marks with the prior written consent of
HCC, the Service Provider shall comply with any and all directions given by HCC from
time to time in respect of such use.
5.3 The Service Provider confirms that it has not prior to the date hereof offered or given
or agreed to give and shall not offer or give, or agree to give, to any officer, employee
or representative of HCC any gift or consideration of any kind as an inducement or
reward for doing or refraining from doing, or for having done or refrained from doing,
any act in relation to the obtaining or execution of this Agreement or any Contract or
any other contract with HCC or for showing or refraining from showing favour or
disfavour to any person in relation to this Agreement or any Contract or any such
other contract, and shall procure that no such acts or omissions shall be done by any
person employed by it or acting on its behalf. The Service Provider confirms that it
has not prior to the date hereof committed and shall not and shall procure that any
person employed by it or acting on its behalf shall not commit an offence under the
Prevention of Corruption Acts 1889 to 1916.
5.4 The Service Provider shall, at all times during the Term and for a period of ten (10)
years thereafter, obtain and maintain in force with reputable insurers:
(a) all insurances required by law; and
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(b) all insurances required to cover its potential liabilities under or in connection
with this Agreement and any and all Contracts
including public liability and professional indemnity insurance.
5.5 The Service Provider shall provide HCC with written evidence of compliance with its
obligations at clause 5.4 promptly upon request.
[Note: if the successful tenderer is a consortium, provisions relating to any guarantees
and/or undertakings to be given by consortium members where the consortium has
not been required to set up a separate legal entity to enter into this framework
agreement to be included here.]
6 Charges
6.1 In consideration for the provision of the Services in accordance with the provisions of
this Agreement and the relevant Purchase Order, HCC shall pay the Charges to the
Service Provider in accordance with the provisions of this clause 6.
6.2 The Charges are exclusive of value added tax which, where applicable, shall be paid
by HCC to the Service Provider in addition to the Charges at the rate and in the
manner prescribed by law from time to time.
6.3 Unless otherwise expressly provided in Schedule 3, the Charges are inclusive of any
and all costs, charges and expenses incurred by the Service Provider in connection
with the provision of the Services including taxes, duties, travelling, accommodation
and subsistence costs, transport, carriage, freight, packaging, insurance and delivery
costs.
6.4 If Schedule 3 provides that any costs or expenses are payable by HCC in addition to
the Charges, the Service Provider must obtain HCC’s prior written approval of the
amount of all such costs and expenses before incurring the same. HCC will only
reimburse to the Service Provider costs and expenses which have been pre-approved
by HCC in accordance with the provisions of this clause 6.4 (“Pre-Approved
Expenses”).
6.5 Subject to the provisions of clause 6.6, the Charges (together with any applicable
value added tax thereon and, if applicable, Pre-Approved Expenses) shall be paid by
HCC to the Service Provider in arrears following performance of the Services under
the relevant Contract. Promptly following completion of performance of the Services
under a Contract the Service Provider shall submit to HCC:
(a) an invoice (which, where applicable, shall be a valid value added tax invoice)
for the Charges and value added tax thereon and, if applicable, Pre-
Approved Expenses, relating to the Services performed; and
(b) receipts or other documentary evidence of payment of Pre-Approved
Expenses.
Subject to the Service Provider’s compliance with the provisions of clause 6.4 and this
clause 6.5, each invoice rendered in accordance with the provisions of this clause 6.5
shall be paid by HCC within thirty (30) days of the date of receipt thereof, provided
that the relevant Services have been performed to the satisfaction of HCC.
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6.6 If the Services to be provided under a Contract are to be provided on a recurring
basis over a period of time and the relevant Purchase Order provides that payment
therefor is to be made Monthly in arrears, promptly following the end of each Month
the Service Provider shall submit to HCC:
(a) an invoice (which, where applicable, shall be a valid value added tax invoice)
for the Charges and value added tax thereon and, if applicable, Pre-
Approved Expenses, relating to the Services performed in such Month; and
(b) receipts or other documentary evidence of payment of Pre-Approved
Expenses.
Subject to the Service Provider’s compliance with the provisions of clause 6.4 and this
clause 6.6, each invoice rendered in accordance with the provisions of this clause 6.6
shall be paid by HCC within thirty (30) days of the date of receipt thereof, provided
that the relevant Services have been performed to the satisfaction of HCC.
6.7 If, pursuant to the provisions of the relevant Purchase Order, Charges are calculated
on the basis of time spent in providing the Services, HCC shall not be required to
make any payment relating to any time spent by the Service Provider in providing the
Services which is in excess of the maximum permitted time for Service provision
specified in the relevant Purchase Order.
6.8 Where any amount is payable by HCC to the Service Provider under or in connection
with this Agreement or any Contract, HCC shall be entitled to set-off against that
amount any amount payable to it at any time by the Service Provider on any account
whatsoever.
7 Title and Intellectual Property Rights
7.1 Subject to the provisions of clause 7.2, title to Products shall pass to HCC upon
delivery thereof to HCC or, if earlier, payment of the Charges relating to such
Products by HCC to the Service Provider.
7.2 Title to Materials shall pass to HCC upon the date on which the same are acquired,
created, originated, conceived, developed, designed or otherwise prepared.
7.3 Risk in Products shall pass to HCC upon delivery thereof to HCC.
7.4 The parties acknowledge and agree that any and all Intellectual Property Rights in
and to the Products but excluding the Source Materials (“Products IPR”) shall belong
to and vest in HCC absolutely and the Service Provider hereby:
(a) assigns to HCC absolutely with full title guarantee all worldwide right, title and
interest in and to any and all future copyrights, rights in the nature of
copyright, database rights and UK unregistered design rights comprised within
the Products IPR to the intent and with the effect that all such rights shall vest
in HCC automatically and immediately on the date that such rights are
acquired, created, originated, conceived, developed, designed or otherwise
prepared; and
(b) agrees to assign to HCC absolutely with full title guarantee all worldwide right,
title and interest in and to all other Products IPR
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for the full term thereof including all renewals thereof and extensions thereto together
with all rights, benefits or powers arising or accrued therefrom including the right to
sue for damages and other remedies in respect of any past or existing infringements
thereof.
7.5 The Service Provider shall procure that the benefit of any applicable provision of law
known as “droit morale” or moral right in force at any time in any part of the world
arising in connection with the Products is irrevocably and unconditionally waived.
7.6 The Service Provider shall obtain all necessary licences, permits, consents and
permissions to permit HCC to use the Source Materials without any restriction
whatsoever and without the making of any payment to any person.
7.7 The Service Provider shall at the cost and request of HCC do all such acts and
execute all such documents as HCC may from time to time require to secure or
properly to vest in HCC all rights, title and interest assigned or to be assigned to HCC
pursuant to this clause 7.
8 Records, Audit, Reports and Meetings
8.1 The Service Provider shall keep or cause to be kept full and accurate records of all
matters relating to the provision of the Services, including Charges and Pre-Approved
Expenses incurred (“Records”).
8.2 The Service Provider shall, during the Term and for a period of ten (10) years
thereafter, grant HCC and its representatives (including HCC’s external auditors, the
Auditor General Wales and the Welsh Assembly Government) such access to the
Records, together with such copies of or extracts from the same as HCC or such
representatives may reasonably require for the purpose of auditing and reporting on
the operation of and compliance with this Agreement and any and all Contracts by the
Service Provider. The cost of any such audit shall be borne by HCC, save where any
such audit reveals any area of non-compliance with this Agreement or any Contract
by the Service Provider, in which case the costs of such audit shall be reimbursed by
the Service Provider to HCC promptly upon request.
8.3 If any audit carried out by or on behalf of HCC reveals any area of non-compliance
with this Agreement or any Contract by the Service Provider, HCC shall notify the
same to the Service Provider in writing as soon as reasonably practicable and upon
receipt of such notice the Service Provider shall as soon as reasonably practicable
and in any event within twenty one (21) days of such notification rectify any such non-
compliance and implement any audit recommendation. Such rectification shall be
without prejudice to any other rights or remedies to which HCC may be entitled
whether under this Agreement or any Contract or otherwise at law as a result of or in
connection with such non-compliance.
8.4 Without prejudice to the Service Provider’s obligations under clause 8.1, the Service
Provider shall provide to HCC such reports relating to the performance of the
Services in such formats as HCC may require from time to time.
8.5 The Service Provider shall attend such meetings with HCC at such locations as HCC
may require from time to time.
9 Warranties and Indemnities
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9.1 The Service Provider warrants and represents to HCC as follows:
(a) it has full capacity and authority and all necessary licences, permits, consents
and authorisations to enter into this Agreement and any and all Contracts and
to provide the Services and to perform its obligations under this Agreement
and any and all Contracts;
(b) it is not under any obligation to any person whether express or implied which
would or might conflict with the full and proper performance of its obligations
under this Agreement or any Contract;
(c) it shall provide the Services in accordance with Best Practice;
(d) any and all information provided to HCC by the Service Provider prior to the
Commencement Date is true, complete and accurate and is not misleading in
any respect;
(e) all Materials and all and any advice provided as part of or in connection with
the provision of the Services shall be accurate, adequate and complete and
comply in all respects with all applicable laws and legal obligations;
(f) each Product shall be of satisfactory quality;
(g) each Product shall be suitable for HCC’s purposes;
(h) each Product shall conform fully with any specification therefor;
(i) each Product shall comply fully with any and all applicable laws and legal
obligations; and
(j) the use and/or possession of Products by HCC will not infringe the Intellectual
Property Rights or other rights of any person.
9.2 Each of the warranties set out in clause 9.1 shall be interpreted and construed as a
separate and independent warranty and shall not be limited or restricted by reference
to any other warranty or to any other provision of this Agreement or any Contract.
9.3 If any Product does not conform to any of the warranties set out in clauses 9.1(f), (g),
(h) or (i), the Service Provider shall, at HCC’s sole option and at the Service
Provider’s cost and expense and within seven (7) days of HCC notifying the Service
Provider of any such non-conformity:
(a) replace such Product; or
(b) repair such Product.
9.4 The Service Provider shall indemnify HCC against:
(a) any breach of any provision of this Agreement or any Contract by the Service
Provider, its officers, employees, agents or sub-contractors; and
(b) any negligence by the Service Provider, its officers, employees, agents or sub-
contractors under or in connection with this Agreement or any Contract.
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9.5 The Service Provider shall indemnify HCC against any infringement or alleged
infringement of any Intellectual Property Rights of any Third Party by reason of HCC’s
use or possession of the Products, subject to the following conditions:
(a) HCC shall promptly notify the Service Provider in writing of any allegations of
infringement of which it has notice and shall not make any admissions in
relation thereto without the Service Provider’s prior written consent (not to be
unreasonably withheld or delayed); and
(b) HCC shall allow the Service Provider to conduct and/or settle all negotiations
and litigation resulting from any such claim; and
(c) HCC shall, at the Service Provider’s cost and expense and at the request of
the Service Provider, afford all assistance for such negotiations or litigation as
the Service Provider shall reasonably require.
9.6 If any claim, demand, action or proceeding is brought to which clause 9.5 may apply,
the Service Provider shall, at HCC’s request and at the Service Provider’s cost and
expense, use reasonable endeavours to:
(a) procure the right for HCC to continue using and possessing the relevant
Products;
(b) make or procure the making of such alterations, modifications or adjustments
to the relevant Products or the affected parts of the same so as to render the
same non-infringing; or
(c) replace the relevant Products or the affected parts of the same with non-
infringing substitutes.
10 Force Majeure
10.1 If a Force Majeure Event occurs, the party affected by such Force Majeure Event (the
“Affected Party”) shall as soon as reasonably practicable notify the other party (the
“Other Party”) in writing of the occurrence of the Force Majeure Event, the impact of
the Force Majeure Event upon the Affected Party’s ability to perform its obligations
under this Agreement or any Contract and the likely duration thereof.
10.2 To the extent that and for so long as performance of any obligations under this
Agreement and any Contracts is affected by the Force Majeure Event, performance of
such obligations shall be suspended (save that performance by the Affected Party of
its obligations under clause 10.1 shall not be suspended) and neither party shall be in
breach of this Agreement or any Contract or liable to the other party for any delay or
failure in performing such obligations and:
(a) any costs arising from the delay or failure will be borne by the party incurring
those costs;
(b) the Affected Party shall use reasonable endeavours to take all necessary
steps to bring the Force Majeure Event to a close or to find a solution by which
this Agreement may be performed despite the Force Majeure Event; and
(c) the Other Party may, if any delay or failure continues for more than thirty (30)
consecutive days, terminate this Agreement or the affected Contract with
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immediate effect by notice in writing to the Affected Party and HCC shall not
be liable to the Service Provider for any costs, expenses, damages or other
losses suffered as a result of such termination.
11 Cancellation of Contracts
11.1 HCC shall be entitled to cancel a Contract at any time by giving written notice with
immediate effect to the Service Provider.
11.2 Upon cancellation of a Contract in accordance with the provisions of clauses 11.1 or
13.1(b),:
(a) the Service Provider shall immediately discontinue work on the Contract; and
(b) where the Contract has been cancelled in accordance with the provisions of
clause 11.1, or in accordance with the provisions of clause 13.1(b) where this
Agreement expires (but not where it terminates), the Service Provider shall
within a period of twenty one (21) days thereafter submit to HCC its invoice for
costs and expenses already incurred pursuant to the Contract at the date of
cancellation to the extent to which the same would otherwise be an
unavoidable loss to the Service Provider due to HCC’s cancellation
PROVIDED ALWAYS THAT:
(i) such costs and expenses shall not be more than the Charges and Pre-
Approved Expenses that would have been payable to the Service
Provider under such Contract but for such cancellation; and
(ii) the Service Provider shall take all reasonable steps to mitigate such
costs and expenses.
HCC shall pay the Service Provider’s invoice submitted in accordance with the
provisions of this clause 11.2(b) within thirty (30) days of the date of receipt of
the same. Payment of such invoice shall be in full and final settlement of any
liability that HCC may have to pay charges to the Service Provider under or in
connection with such Contract and shall be HCC’s only liability to the Service
Provider in respect of such cancellation.
12 Term and Termination
12.1 This Agreement shall commence on the Commencement Date and, unless terminated
earlier in accordance with the provisions of clauses 10.2(c) or 12.3, shall continue in
force until:
(a) midnight on 31st March 2014; or
(b) if HCC exercises its option to extend the term of this Agreement in
accordance with the provisions of clause 12.2, expiry of the relevant extension
period.
12.2 HCC shall be entitled to extend the term of this Agreement for a period of up to twelve
(12) Months from 1st April 2014. If HCC wishes to exercise its option to extend, it shall
give the Service Provider a minimum of thirty (30) days’ written notice prior to 1 st April
2014, such notice to specify the length of the extension period.
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12.3 Without prejudice to any other rights or remedies to which it may be entitled under this
Agreement or any Contract or at law or in equity, HCC may terminate this Agreement
or any Contract forthwith by giving notice in writing to the Service Provider with
immediate effect if:
(a) the Service Provider is in material breach of this Agreement or such Contract
and, in the case of a material breach capable of being remedied, fails to
remedy such breach within thirty (30) days of written notice of such breach
from HCC; or
(b) the Service Provider becomes Insolvent; or
(c) any act, omission or conduct on the part of the Service Provider, its officers,
employees, representatives or sub-contractors, may, in the reasonable opinion
of HCC, bring HCC into disrepute; or
(d) the Service Provider or any of its officers, employees, representatives or sub-
contractors is or are convicted of any criminal offence (other than a road traffic
offence which does not result in imprisonment).
13 Effects of Expiry or Termination
13.1 Upon expiry or termination of this Agreement howsoever arising, HCC shall have the
option:
(a) to require the Service Provider to fulfil any or all Contracts unfulfilled at such
date; and/or
(b) to cancel any or all unfulfilled Contracts, and if HCC exercises its option to
cancel any such Contract neither party shall be entitled to bring a claim
against the other party for damages or otherwise in respect of such
cancellation. The provisions of clause 11.2 shall apply in respect of
cancellation of any Contract upon expiry of this Agreement but shall not apply
in respect of cancellation of any Contract upon termination of this Agreement.
13.2 Upon expiry or termination of this Agreement or any Contract howsoever arising and
subject always to the provisions of this clause 13:
(a) all rights and obligations under this Agreement or under the relevant Contract
shall immediately cease and determine without prejudice to any rights of
action then accrued thereunder including any rights which either party may
have in respect of a claim for damages for breach by the other party or under
any indemnity; and
(b) the Service Provider shall procure that all Materials and all Confidential
Information in its possession or control together with all copies thereof and
extracts therefrom, or, in the case of expiry or termination of a Contract, all
Materials and all Confidential Information relating to such Contract in its
possession or control together with all copies thereof and extracts therefrom,
shall be delivered to HCC or, if HCC shall so direct in writing, destroyed or (as
appropriate) erased and the Service Provider shall confirm such return,
destruction or erasure (as the case may be) in writing to HCC within fourteen
(14) days of the date of expiry or termination of this Agreement or the relevant
Contract.
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13.3 The following clauses shall survive the expiry or termination of this Agreement
howsoever arising: 1, 5.4, 5.5, 6.8, 7, 8.2, 8.3, 9, 11.2, 13, 14.2, 15, 16, 17, 19 and
20. In addition, if, pursuant to the provisions of clause 13.1(a), HCC exercises its
option to require the Service Provider to fulfil any or all Contracts following expiry or
termination of this Agreement, the provisions of this Agreement and such Contract or
Contracts shall continue in force as required for the fulfilment of such Contract or
Contracts.
14 Data Protection
14.1 The parties acknowledge and agree that the Service Provider is a Data Processor in
respect of any and all Personal Data disclosed or provided to the Service Provider by
or on behalf of HCC under this Agreement or any Contract. Accordingly the Service
Provider shall:
(a) process such Personal Data only on HCC’s written instructions;
(b) process such Personal Data only for the purpose of performing its obligations
under this Agreement and any Contracts;
(c) take appropriate technical and organisational measures against unauthorised
or unlawful processing of such Personal Data and against accidental loss or
destruction of, or damage to, such Personal Data;
(d) ensure the reliability of any and all of its officers, employees and sub-
contractors who have access to such Personal Data; and
(e) if, under the DPA, HCC is required to provide to an individual any such
Personal Data, promptly provide all necessary co-operation to HCC at HCC’s
cost and request to enable HCC to meet the requirement.
14.2 Within fourteen (14) days of the date of expiry or termination of this Agreement or the
relevant Contract the Service Provider shall return all such Personal Data and all
copies thereof and extracts therefrom to HCC.
15 Confidentiality
15.1 The Service Provider HEREBY AGREES;
(a) to keep the Confidential Information confidential;
(b) not to use the Confidential Information otherwise than for the purposes of this
Agreement and any Contracts; and
(c) to disclose the Confidential Information only on a need to know basis and in
confidence to those of its employees, officers and sub-contractors who require
knowledge thereof for the purposes of this Agreement or any Contract and
who are subject to obligations of confidentiality to the Service Provider and in
confidence to those of its professional advisors and/or auditors who are
required to provide advice in respect of this Agreement or any Contract.
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15.2 The restrictions on disclosure contained in clause 15.1(c) shall not apply to
information:
(a) which is in the public domain at the date of disclosure or subsequently enters
the public domain otherwise than as a consequence of any unauthorised
disclosure, act or omission by the Service Provider, its officers, employees,
sub-contractors, professional advisers or auditors; or
(b) which is lawfully and properly in the possession of the Service Provider at the
time of disclosure and which was not obtained directly or indirectly from HCC
as evidenced by the written records of the Service Provider; or
(c) which is received from a third party otherwise than in breach (whether directly
or indirectly) of any confidentiality or fiduciary obligation to HCC and where
such third party had a bona fide right to disclose the same to the Service
Provider.
For the purposes of this clause 15.2, Confidential Information shall not be considered
to be in the public domain merely because parts of it are known or because it is
known to a few people but is not generally freely available.
15.3 Nothing in this clause 15 shall prevent the Service Provider from making a disclosure
of Confidential Information to the extent required by any applicable law or by any
supervisory or regulatory body to whose rules the Service Provider is subject or with
whose rules it is necessary for the Service Provider to comply PROVIDED ALWAYS
THAT the Service Provider shall notify HCC of such a disclosure as soon as
reasonably practicable upon becoming aware that such a disclosure may be required
to be made.
15.4 No announcement, disclosure or publication in any medium concerning the existence
or subject matter of this Agreement or any Contract or any ancillary matter shall be
made by the Service Provider at any time except as required by law or by any legal or
regulatory authority or with the prior written approval of HCC.
15.5 The Service Provider shall and shall procure that its employees, officers, agents and
sub-contractors shall abide by the provisions of the Official Secrets Acts 1911 and
1989.
16 Freedom of Information
16.1 The Service Provider acknowledges that HCC is subject to the requirements of the
FOIA and the Environmental Information Regulations and shall assist and co-operate
with HCC (at the Service Provider’s expense) to enable HCC to comply with its
Information disclosure requirements.
16.2 The Service Provider shall and shall procure that its sub-contractors shall:
(a) transfer any Request for Information to HCC as soon as practicable after
receipt and in any event within two (2) Business Days of receiving a Request
for Information;
(b) provide HCC with a copy of all Information in its possession or power in the
form that HCC requires within five (5) Business Days (or such other period as
HCC may specify) of HCC requesting that Information; and
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(c) provide all necessary assistance as reasonably requested by HCC to enable
HCC to respond to a Request for Information within the time for compliance
set out in the FOIA or the Environmental Information Regulations.
16.3 HCC shall be responsible for determining at its absolute discretion whether any
Information
(a) is exempt from disclosure in accordance with the provisions of the FOIA or the
Environmental Information Regulations; and
(b) is to be disclosed in response to a Request for Information
and in no event shall the Service Provider respond directly to a Request for
Information unless expressly authorised to do so by HCC
16.4 The Service Provider acknowledges that HCC may be obliged under the FOIA or the
Environmental Information Regulations to disclose Information:
(a) without consulting with the Service Provider, or
(b) following consultation with the Service Provider and having taken its views into
account.
16.5 Without prejudice to the provisions of clause 8, the Service Provider shall ensure that
all information produced in the course of this Agreement or any Contract or relating to
this Agreement or any Contract is retained for disclosure and shall permit HCC to
inspect such records as requested from time to time.
17 Notices
17.1 Any demand, notice or other communication given or made under or in connection
with this Agreement or any Contract shall be in writing and shall be given or made to
the recipient at the address stated in clause 17.3 or sent by facsimile or by email to
the recipient’s facsimile number or email address (as applicable) stated in clause 17.3
or to such other address or facsimile number as either party may from time to time
notify to the other party for this purpose, and in each case, marked for the attention of
the person named below (or such substituted person as is notified by the recipient to
the other party from time to time).
17.2 Every demand, notice or other communication addressed in accordance with the
provisions of clause 17.3, shall be deemed to have been duly given or made, if
delivered by hand, upon delivery at the address of the recipient party, if sent by first
class post, two (2) Business Days after the date of posting, if transmitted by facsimile
or email, at the time of transmission (provided a confirmatory letter is sent by first
class post), provided that, where, in accordance with the above provisions, any
demand, notice or other communication would otherwise be deemed to be given or
made on a day which is not a Business Day or after 5.30pm on a Business Day, such
demand, notice or other communication shall be deemed to be given or made at
9.00am on the next Business Day.
17.3 HCC’s details for service of notice are:
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Address: P.O. Box 176, Aberystwyth, SY23 2YA, United
Kingdom
Facsimile Number +44 (0)1970 615 148
Email Address info@hccmpw.org.uk
Marked for the Attention of: Corporate Services Manager
The Service Provider’s details for service of notice are:
Address: [ ]
Facsimile Number [ ]
Email Address [ ]
Marked for the Attention of: [ ]
17.4 In proving service of a notice or communication, it shall be sufficient to prove that
delivery was made or that the envelope containing the notice or communication was
properly addressed and posted by first class post or that the facsimile message was
transmitted to the facsimile number of the recipient or that the email was transmitted
to the email address of the recipient (as the case may be).
17.5 Neither party shall accept proceedings by facsimile or by email.
18 Assignment and Sub-Contracting
18.1 The Service Provider shall not without the prior written consent of HCC assign,
novate, transfer, charge or deal in any other manner with this Agreement or any
Contract or any of its rights thereunder, or purport to do so, nor sub-contract any or all
of its obligations under this Agreement or any Contract.
18.2 Any sub-contracting shall not relieve the Service Provider of any of its obligations
under this Agreement and any Contracts and the Service Provider shall be
responsible for the acts and omissions of its sub-contractors as though they were its
own.
18.3 For the avoidance of doubt, HCC shall be entitled to assign, novate, transfer, sub-
contract and otherwise dispose of any or all of its rights and obligations under this
Agreement and any Contracts without the prior consent of the Service Provider, and
the Service Provider shall enter into such agreements, including deeds of novation, as
HCC may require from time to time in connection therewith.
19 Disputes
19.1 All disputes or differences between the parties arising out of or in connection with this
Agreement and any Contracts including any question regarding its or their existence,
validity or termination (“Dispute”) shall, at the written request of either party, be
referred to the chief executive of HCC and the chairman or chief executive or
equivalent of the Service Provider.
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19.2 If the individuals referred to in clause 18.1 do not agree a resolution of the Dispute
within ten (10) Business Days of the date of service of any such request, either party
may require the other party by notice in writing to attempt to settle the Dispute by
mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model
Mediation Procedure. Within five (5) Business Days of the date of service of such
notice the parties shall each propose a mediator and shall seek to agree as to the
selection of a mediator.
19.3 If the parties are unable to agree on a mediator within ten (10) Business Days of the
date of service of the notice referred to in clause 19.2 or the mediator agreed upon is
unable or unwilling to act and the parties cannot agree upon a substitute, either of the
parties may apply to CEDR to appoint a mediator as soon as practicable.
19.4 The parties shall within five (5) Business Days of the appointment of the mediator (the
“Mediator”) meet with him in order to agree a programme for the exchange of any
relevant information and the structure to be adopted for the negotiations. If
considered appropriate, the parties (or either of them) may at any stage seek
assistance from CEDR to provide guidance on a suitable procedure.
19.5 All negotiations connected with the Dispute shall be conducted in strict confidence
and without prejudice to the rights of the parties in any future proceedings.
19.6 If the parties reach agreement on the resolution of the Dispute, such agreement shall
be reduced to writing and, once it is signed by the parties or their duly authorised
representatives, shall be and remain binding upon the parties.
19.7 The costs and expenses of the mediation shall be borne equally by the parties. Each
party shall bear its own costs and expenses of its participation in the mediation.
19.8 If the parties fail to reach agreement within ten (10) Business Days of the Mediator
being appointed then the Dispute may be referred to the courts. The parties agree
and undertake not to refer any Dispute to the courts unless and until the dispute
resolution procedures of this clause 19 have been followed and the said period of ten
(10) Business Days has expired, except in circumstances where immediate injunctive
or other relief is required from the courts.
20 General
20.1 No delay by HCC in exercising, or failure by HCC to exercise, any right, power or
remedy provided by law or under this Agreement or any Contract shall:
(a) operate as a waiver of that or any other right, power or remedy; or
(b) affect the other terms of this Agreement or any Contract.
20.2 The single or partial exercise by HCC of any right, power or remedy provided by law
or under this Agreement or any Contract shall not preclude any other or further
exercise of it or the exercise of any other right, power or remedy.
20.3 A waiver by HCC of any breach of or default under this Agreement or any Contract
shall not constitute a waiver of any other breach or default and will not prevent HCC
from subsequently requiring compliance with the waived obligation.
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20.4 The rights, powers and remedies provided to HCC in this Agreement and Contracts
are in addition to and are not exclusive of any rights, powers and remedies provided
by law.
20.5 With the exception of statements made fraudulently, this Agreement and any and all
Contracts constitute the entire agreement between the parties relating to the subject
matter hereof and supersede all previous agreements between the parties relating to
such matters and the Service Provider has not relied upon any representation save
for a representation expressly set out in this Agreement or in a Contract.
20.6 No variation to the terms of this Agreement or any Contract shall be effective unless
made in writing and signed by a duly authorised representative of each of the parties.
20.7 If any provision of this Agreement or any Contract shall be found by any court or
administrative body of competent jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions of this Agreement or
the relevant Contract which shall remain in full force and effect and the parties shall
negotiate in good faith in order to agree the terms of a mutually satisfactory provision
to be substituted for the invalid or unenforceable provision which as nearly as
possible validly gives effect to their intentions as expressed in this Agreement or the
relevant Contract.
20.8 Nothing in this Agreement or any Contract is intended to or shall operate to create a
partnership or joint venture of any kind between the parties, or to authorise either
party to act as agent for the other party, and neither party shall have authority to act in
the name of or on behalf of or otherwise to bind the other party in any way.
20.9 This Agreement may be executed in duplicate each of which shall be deemed to be
an original.
20.10 Save for the rights conferred on HCC’s external auditors, the Auditor general Wales
and the Welsh Assembly Government under clause 8.2, the parties do not intend that
any term of this Agreement or any Contract should be enforceable, whether by virtue
of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person who is
not a party to this Agreement or the relevant Contract.
20.11 This Agreement shall be governed by and shall be construed in accordance with the
laws of England and Wales and subject to the provisions of clause 19, the parties
hereby agree to submit to the exclusive jurisdiction of the courts of England and
Wales.
AS WITNESS the hands of the parties or their duly authorised representatives the day and
year first before written.
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SCHEDULE 1
SERVICES
Design, origination, artwork, layout and graphic services with related print (where
appropriate) for material such as advertising, corporate literature, datasheets and flyers,
recipe cards, promotional material as more particularly described in the relevant Purchase
Order.
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SCHEDULE 2
PURCHASE ORDER
PURCHASE ORDER
ARCHEB PRYNU
Supplier/Cyflenwr:
Deliver Goods/Service to:
Danfoner y nwyddau/cyflenwer y gwasanaeth i:
Our Ref/Ein Cyf:
Quantity Description Unit Price Amount in £
Swm Disgrifiad Pris Uned Cyfanswm yn £
Total value order excluding VAT/Cyfanswm gwerth yr archeb heb TAW: £
Signed…………………… Position…………………………
Order Date/Dyddiad yr Archeb :
The terms and conditions set out in the Framework Services Agreement between Hybu Cig Cymru – Meat Promotion
Wales and the above named supplier with a commencement date of 1 st April 2011 apply to this Purchase Order. Mae
telerau ac amodau’r Cytundeb Fframwaith Gwasanaethau sy’n dod i rym ar Ebrill 1, 2011 rhwng Hybu Cig Cymru –
Meat Promotion Wales a’r cyflenwr a enwir uchod yn gymwys ’'r Archeb Brynu hon.
Please ensure that you quote the above Purchase Order number on your invoice as failure to do so will result in
payment delays. Fe fyddwn yn ddiolchgar os wnewch sicrhau eich bod yn dyfynnu y Rhif Archeb Uchod ar eich
Anfoneb ermwyn osgoi gohiriad tal.
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SCHEDULE 3
RATES
[Note: agreed rates to be included here, together with details of any costs and
expenses which are to be payable to the Service Provider in addition.]
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Signed by
duly authorised representative for and on behalf of
HYBU CIG CYMRU – MEAT PROMOTION WALES
Signed by
duly authorised representative for and on behalf of
[ ]
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APPENDIX 2
RESPONSE TO ITT
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HYBU CIG CYMRU – MEAT PROMOTION WALES
RESPONSE TO ITT FOR DESIGN AND GRAPHICS SERVICES
Latest Return Date: 12.00 pm on Friday 28th January 2011
Please return completed Response to ITT to Hybu Cig Cymru at
P.O. Box 176, Aberystwyth, SY23 2YA, United Kingdom
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CONTENTS
This Response to ITT is organised as follows:
Part A: Tenderer Details
A1 – A11: Basic Information about the Organisation
A.12: Conflicts of Interest
A13 – A17: Economic and Financial Standing
A18 – A27: Technical Capacity
A28: Environmental Policy
A29: Health and Safety Policy
A30: Equal Opportunities Policy
A31 – A38: Personal Situation
Part B: Tender Response
Part C: Non-collusion Certificate
Part D: Submission of Response Certificate
NOTES:
1. Before completing this Response to ITT please read the ITT.
2. Please make sure that any additional information submitted with this Response to ITT is attached
to this Response to ITT and clearly refers to the question(s) to which it relates. In this context,
tenderers are reminded not to include any extraneous information (for example sales literature
and/or standard terms of trading) with this Response to ITT.
3. Please fully complete all relevant Parts of this Response to ITT, answer each and every question in
the relevant Parts of this Response to ITT and provide all of the information requested in the
relevant Parts of this Response to ITT. Please adhere to the word limits indicated in this Response
to ITT Failure to provide any such information or adhere to any such word limit may result in
exclusion from this tender process. If a particular question is not applicable mark such question as
“not applicable” or similar.
4. If this Response to ITT is being completed on behalf of a consortium, each member of the
consortium should provide the information requested at Parts A and B and it should be made clear
which member of the consortium is acting as the lead member of the consortium.
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PART A: TENDERER DETAILS
A.1 to A.12 BASIC INFORMATION ABOUT THE ORGANISATION
(Note: if this Response to ITT is being completed by a consortium, please complete
Part A for each member of the consortium, leaving A.7 blank for all members other
than the lead member.)
A.1 Full name of organisation.
A.2 Legal status of organisation (e.g. private limited company, partnership, sole
trader).
A.3 Registered number of organisation (if applicable).
A.4 Registered office address (if applicable).
A.5 Address of principal place of trading.
A.6 Telephone number of address detailed at A.5.
A.7 Fax number of address detailed at A.5.
A.8 Name, position, address, telephone number, fax number and email address of
individual within organisation to whom all correspondence should be addressed:
Name:
Position:
Address:
Telephone number:
Fax number:
Email address:
A.9 Does the organisation have any parent, subsidiary and/or affiliate organisations?
If so, please specify what the organisation’s relationship is with each such
organisation and provide full name, address and registration number (if
applicable) of each such organisation.
A.10 VAT registration number (if applicable).
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A.11 Please attach a copy of the organisation’s certificate of incorporation (if
applicable).
A.12 Please provide a brief description (no more than 200 words) of the organisation’s
primary business activities.
A.13 CONFLICTS OF INTEREST
A.13 Does the organisation have any conflicts of interest that may arise if selected to
carry out services under the contract?:
Potential conflict of interest: Yes [ ] No [ ]
If yes, please provide details:
A.14 – A.18: ECONOMIC AND FINANCIAL CAPACITY
(Note: if this Response to ITT is being completed by a consortium, please complete
questions A.14 to A.18 for each member of the consortium.)
A.14 For how long has the organisation been trading? If less than three years, details
of any predecessor organisation may be provided.
A.15 Please provide a statement showing for the previous three financial years (a) the
organisation’s turnover; and (b) the organisation’s turnover in respect of services
which are the same as, or similar to, the services covered by the contract. If the
organisation has been trading for less than three years, equivalent information for
any predecessor organisation or key personnel may be provided.
A.16 Please provide copies of the organisation’s statutory accounts for the previous
three financial years, showing the organisation’s overall turnover. If statutory
accounts are not available, please provide equivalent financial information
endorsed at an appropriate level. If the organisation has been trading for less
than three years, equivalent information for any predecessor organisation or key
personnel may be provided.
A.17 If the organisation is part of a group of organisations, please provide copies of the
statutory accounts for the previous three financial years from the organisation’s
ultimate holding organisation. If statutory accounts are not available, please
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provide equivalent financial information endorsed at an appropriate level.
A.18 Please provide details of any relevant professional indemnity insurance held by
the organisation.
A.19 – A.27: TECHNICAL CAPACITY
(Note: if this Response to ITT is being completed by a consortium, please complete
questions A.19 – A.27 for each member of the consortium.)
A.19 Please provide details of the principal services (which are the same as or similar
to the services covered by the contract) which have been provided by the
organisation during the past three years. Details of the recipients of the services,
the dates on which the services were provided and the consideration received for
provision of the services should be included (no more than 1,000 words).
A.20 Please provide contact details for two recipients of the services detailed at A.19
above whom HCC may contact to obtain references. Please include postal
address, telephone number, fax number and email address.
A.21 Has the organisation had any contract for the provision of services (which are the
same as or similar to the services covered by the contract) terminated for poor
performance in the last three years, or have any damages been claimed against
the organisation under any such contract in the last three years? If so, please
provide details (no more than 300 words).
A.22 Please provide details of any professional or trade bodies to which the
organisation belongs.
A.23 Please provide details of any quality assurance system operated by the
organisation (no more than 300 words).
A.24 Please provide brief details, including experience and qualifications, of key
personnel who would be involved in performing the relevant services (no more
than 1,000 words).
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A.25 Please provide details of the organisation’s average annual number of staff and
managerial staff in each of the past three years.
A.26 If the organisation intends to sub-contract part or all of the services which may be
commissioned, please provide details of the nature and proportion of the services
that would be sub-contracted and, if known, the identity of the principal sub-
contractors.
A.27 If this Response to ITT is being completed on behalf of a consortium, please
specify what the role of each member of the consortium will be.
A.28: ENVIRONMENTAL POLICY
(Note: if this Response to ITT is being completed by a consortium, please complete
question A.28 for each member of the consortium.)
A.28 Please provide summary details of any environmental policy and/or system
operated by the organisation (no more than 300 words).
A.29: HEALTH AND SAFETY POLICY
(Note: if this Response to ITT is being completed by a consortium, please complete
question A.29 for each member of the consortium.)
A.29 Please provide summary details of any health and safety policy and/or system
operated by the organisation (no more than 300 words).
A.30: EQUAL OPPORTUNITIES POLICY
(Note: if this Response to ITT is being completed by a consortium, please complete
question A.30 for each member of the consortium.)
A.30 Please provide summary details of any equal opportunities policy operated by the
organisation (no more than 300 words).
A.31 – A.38: PERSONAL SITUATION OF ORGANISATION
(Note: if this Response to ITT is being completed by a consortium, please complete
questions A.31 to A.38 for each member of the consortium.)
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(Note: if the answer to any of the following questions is “yes”, please provide details.)
A.31 Has the organisation, or any of its directors or any other person who has powers
of representation, decision or control over it, been convicted of any of the
following offences (or equivalent offences in the relevant jurisdiction of the
organisation):
(a) the common law offence of conspiracy where that conspiracy relates to
participation in a criminal organisation as defined in Article 2(1) of Council
Joint Action 98/733/JHA;
(b) corruption within meaning of section 1 of the Public Bodies Corrupt Practices
Act 1889 or section 1 of the Prevention of Corruption Act 1906;
(c) bribery or corruption within the meaning of Sections 68 and 69 of the
Criminal Justice (Scotland) Act 2003;
(d) the common law offence of incitement to commit a crime;
(e) fraud, where the offence relates to fraud affecting the financial interests of
the European Communities as defined by Article 1 of the Convention relating
to the protection of the financial interests of the European Union, within the
meaning of –
(i) the offence of cheating the Revenue;
(ii) the common law offence of fraud;
(iii) the common law offence of fraud or theft;
(iv) fraudulent trading within the meaning of section 458 of the Companies
Act 1985;
(v) defrauding the Customs within the meaning of the Customs and Excise
Management Act 1979 and the Value Added Tax Act 1994;
(vi) an offence in connection with taxation in the European Community
within the meaning of section 71 of the Criminal Justice Act 1993; or
(vii) the common law offence of uttering;
(viii) the criminal offence at common law of attempting to pervert the course
of justice;
(f) money laundering within the meaning of the Money Laundering Regulations
2007; or
(g) any other offence within the meaning of Article 45(1) of the Public Sector
Directive as defined by the national law of any relevant state.
A.32 Is the organisation bankrupt or has it had a receiving order or administration order
or bankruptcy restrictions order made against it or has it made any composition or
arrangement with or for the benefit of its creditors or does it appear to be unable
to pay or to have no reasonable prospect of being able to pay a debt or has it
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granted a trust deed for its creditors or become otherwise apparently insolvent or
is it the subject of a petition for the sequestration of its estate or is it the subject of
any similar procedure under the law of any state?
A.33 Has the organisation passed a resolution or is it the subject of an order by the
court for its winding up or has it had a receiver, manager or administrator on
behalf of a creditor appointed in respect of its business or any part thereof or is it
the subject of any similar procedures under the law of any state?
A.34 Has the organisation or any of its directors or any other person who has powers
of representation, decision or control over it been convicted of a criminal offence
relating to the conduct of its business or profession?
A.35 Has the organisation or any of its directors or any other person who has powers
of representation, decision or control over it committed an act of grave
misconduct in the course of its business or profession?
A.36 Has the organisation failed to fulfil obligations relating to the payment of social
security contributions or taxes under the law of any part of the United Kingdom or
of the state in which the organisation is established?
A.37 Does the organisation not possess any relevant licence or membership of an
appropriate organisation or registration on a professional or trade register, where
required to do so by law?
A.38 Is the organisation guilty of any serious misrepresentation in supplying
information required of it in relation to a procurement?
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PART B TENDER RESPONSE
In completing this Part B, please bear in mind HCC’s requirements, set out in paragraph 4 of
the ITT.
Please submit and/or address the following (in each case in no more than 1000 words):
Ref. Question
B.1 Please detail the rates which the organisation would charge HCC for the provision
of the services. All charges must be expressed in pounds sterling, exclusive of
value added tax, and it must be clear whether they are inclusive or exclusive of
expenses and any other costs which the tenderer envisages will be incurred in the
provision of the services. Charges must be fixed for the duration of the framework
agreement (including without limitation any period of extension of the framework
agreement as a result of HCC exercising its option to extend). If the tenderer
specifies that any costs or expenses will be charged to HCC, full details of the
nature and type of such costs and expenses and the basis on which they will be
charged to HCC must be included. If the organisation proposes a range of
different rates for different personnel, please detail the different level of influence
that such person would have on the delivery of the services.
B.2 Please detail the methodology which the organisation would use to ensure that
the services and materials it would provide to HCC would comply with HCC’s
brand guidelines.
B.3 Please detail the methodology which the organisation would use to ensure that it
could provide the services and materials to HCC in response to a short lead time.
B.4 Please explain how the organisation would deliver to HCC design, origination,
artwork, layout and graphic services and materials which show innovation and
flair.
B.5 Please detail the methodology which the organisation would use to ensure that
the materials it would provide to HCC in more than one language would have a
consistent look.
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PART C: NON COLLUSION CERTIFICATE
(Note: Part C must be completed)
As a duly authorised representative for and on behalf of the organisation named below or the
organisations comprised within the consortium named below, I hereby certify as follows:
1. our tender is bona fide and intended to be competitive;
2. we have not fixed or adjusted the amount of our tender by or under or in
accordance with any agreement or arrangement with any other person (other
than, in the case of a consortium, the other consortium members);
3. we have not communicated to any person other than Hybu Cig Cymru – Meat
Promotion Wales the amount or approximate amount of our tender, except where
the disclosure, in confidence, was necessary to obtain insurance premium or
other quotations required for the preparation of the tender;
4. we have not entered into any agreement or arrangement with any other person
that they shall refrain from tendering or as to the amount of any tender to be
submitted or the conditions on which any tender is submitted;
5. we have not offered to pay or give or agreed to pay or give any sum of money or
valuable consideration directly or indirectly to any person for doing or having done
or causing or having caused to be done in relation to any other tender or
proposed tender for the said work any act or thing of the sort described above;
and
6. we will not do any of the acts detailed in 3, 4 or 5 above before the hour and date
specified for return of the tender.
Signed: ………………………………………
Name: ………………………………………
Position: ………………………………………
Duly authorised representative
For and on behalf of: ………………………………………
Date: ………………………………………
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PART D: CERTIFICATE OF SUBMISSION OF RESPONSE TO ITT
(Note: Part D must be completed)
As a duly authorised representative for and on behalf of the organisation named below or the
organisations comprised within the consortium named below, I hereby certify as follows:
1. I have the requisite authority to complete and return this Response to ITT.
2. I have read and agree on behalf of the organisation named below or the organisations
comprised within the consortium named below that such organisation or organisations
will comply with and be bound by the provisions contained in the ITT.
3. All information provided in this tender is complete and accurate to the best of my
knowledge and belief.
4. HCC will promptly be informed upon the organisation named below or any of the
organisations comprised within the consortium named below becoming aware that
any information provided to HCC, including without limitation in this Response to ITT,
is incomplete, inaccurate or misleading in any respect or has ceased to be correct.
6. This tender will remain open for a period of 6 months after the deadline for
submission of this Response to ITT.
7. If this Response to ITT is successful the organisation named below, or such other
entity or entities as HCC may specify in the case of a consortium being named below,
will, upon being required to do by HCC, enter into a framework agreement with HCC
in the form set out in Appendix 1.
8. I acknowledge and agree that HCC is not bound to accept this or any Response to
ITT.
Signed: ………………………………………
Name: ………………………………………
Position: ………………………………………
Duly authorised representative
For and on behalf of: ………………………………………
Date: ………………………………………
C:2789493v5
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