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 1. Interpretation                               5
 2. Variation of conditions                      5
 3. Variation of the Specification               5
 4. Performance                                  6
 5. Staff                                        6
 6. This Clause shall remain blank               6
 7. Default by contractor                        6
 8. Termination                                  7
 9. Arrangements on Termination                  8
10. Bribery and Corruption                       8
11. Price and Payment                            8
12. Limitation of Liability                      9
13. Insurance                                    9
14. Equal Opportunities                         10
15. Health and Safety                           10
16. Severability                                10
17. Waiver                                      10
18. Accrued rights and remedies                 11
19.Transfer and sub-contracting                 11
20. Intellectual Property                       11
21. Confidentiality                             11
22. Law                                         11
23. Data protection                             11
24. Mediation                                   12
25. Quality Assurance                           12
26. Force Majeure                               12
27. Notices                                     13
28. Assistance in Legal Proceedings             13
29. Monitoring Performance                      13

1. Interpretation
1.1 In these conditions of contract the following definitions shall apply:

1.2 The “Council” means the Mayor and Burgesses of the London Borough of
    Bromley and shall include the Council’s officers, servants and their successors.

1.3 The “ Authorised Officer” means the person designated by the Council to act as
    the representative of the Council for all purposes connected with the Contract,
    including any authorised representative of such person.

1.4   The “ Contract” means the agreement concluded between the Council and the
      contractor, including all specifications, patterns, contractor’s samples, plans,
      drawings and other documents incorporated or referred to therein.

1.5 The “Contractor” means the person who by the contract undertakes to supply the
    services to the authority as provided for in the contract. Where the contractor is
    an individual or partnership the expression shall include the personal
    representatives of that individual or of the partners.

1.6   The “ Contract Price” means the price exclusive of value added tax that is
      payable to the contractor by the authority under the contract for the full and
      proper performance by the contractor of its part of the contract.

1.7 The “Services” means the services and the goods that the contractor is required
    to supply under the contract.

1.8 “Personal data” has the same meaning as in The Data Protection Act 1998.

1.9   Unless the context otherwise requires it, reference to any statute, order,
      regulation or other similar instrument shall be construed as a reference to the
      statute, order, regulation or instrument as amended or re-enacted by any
      subsequent statute, order, regulation or instrument.

1.10 The heading to these conditions shall not affect their interpretation.

2. Variation of conditions
2.1 No omission from, addition to, or variation of the Conditions shall be valid or of
    any effect unless it is agreed in writing by both parties and signed by a Director
    of the Council or other Authorised Officer appointed for the Contract and by a
    duly authorised representative of the Contractor.

3. Variation of the Specification
3.1 The Council may at any time propose to the Contractor any reasonable variation
    or addition to the Specification and the Contractor shall not unreasonably
    withhold or delay its consent to such variation. No such variation or addition shall
    affect the continuation of the Contract.

 3.2 The value of such variations or additional work shall be negotiated between the

 3.3 The Contractor shall be bound by any such variation

 4.  Performance
 4.1 The contractor shall carry out the services to the satisfaction of the Council
     strictly in accordance with the service specification.

 4.2 The Contractor shall provide information in a format, medium and at times
     specified by the Council, related to the performance of the Services as may be
     reasonably required.

 4.3 To the extent that the Specification includes the date, format and method of
     delivery of the Services and/or the applicable performance measures, minimum
     performance levels, methods of performance measurement and all codes of
     practice in respect of Services, the Contractor will abide by the same.

 5.  Staff
 5.1 The contractor must employ sufficient staff to ensure that the services are
     provided at all times and in all respects in accordance with the service
     specification. The contractor must ensure that a sufficient reserve of staff is
     available to meet the service specification during holidays or absences

 5.2 The contractor must employ for the purposes of this contract only such persons
     as are careful, skilled and experienced in the duties required of them and must
     ensure that every such person is properly and sufficiently trained, and qualified
     as detailed in the specification to carry out the services.

5.3   The Contractor must ensure that all staff maintain strict discipline and good order
       and shall not engage in behaviour or activities which could be contrary to or
      detrimental to the Council’s interest

5.4   The Contractor shall ensure that it complies with all current employment
      legislation or any other relevant legislation relating to discrimination in the
      employment of employees for the purpose of providing the Services and shall
      impose on any sub-contractor obligations substantially similar to those imposed
      on the Contractor

5.5   The Contractor shall immediately notify the Council of any disciplinary incident
      relating to it’s staff including any allegations of abuse or alleged incidence of

6.    This clause shall remain blank

7.    Default by Contractor
7.1   Without prejudice to any other right or remedy, if the contractor does not provide
      the services in accordance with the specification or at the times specified in the
      contract the Council shall be entitled to give the Contractor a written warning
      notice and the Council may then;

      7.1.2 require the Contractor to remedy the default within such time as the
            Council may specify by providing or providing again (as the case may
            be) without further charge to the authority such part of the services to the
            service specification

      7.1.3 without terminating the whole of the contract terminate the contract in
            respect of part of the services only and thereafter provide or procure the
            provision of such part of the services itself

      7.1.4 itself provide or procure the provision of the services until it is satisfied
             that the contractor is able to carry out the services in accordance with
             these conditions

      7.1.5 terminate the contract.

7.2   If the cost to the Council of executing or procuring such services or part of them
      exceeds the amount that would have been payable to the contractor for
      executing or procuring such services, such excess shall be paid by the
      contractor to the Council in addition to any other sums payable by the
      contractor to the authority in respect of the breach of contract.

      All or any of the remedies in conditions 7.1 and 7.2 may be exercised by the
      Council in respect of any default by the contractor.

8.    Termination
8.1   The Council shall be entitled to forthwith upon the happening of any of the
      following events to terminate the Contract (in whole or in part) by serving two
      weeks notice in writing, such events being;

8.2   Discovery of a material misrepresentation by the Contractor during the
      tendering process

8.3   the Contractor fails (in whole or in part) to perform any material obligation of the
      Contractor (provided that (if capable of remedy) such failure has not been
      remedied to the Council’s reasonable satisfaction within the time period
      specified following written notice demanding remedy of the failure in question
      being served.

8.4   if the Contractor becomes insolvent, bankrupt, shall have a receiving order,
      administration order or interim order made against him or otherwise ceases to
      be capable of providing the Services

8.5   The Contractor having failed to perform a substantial part of the Services or
      having committed any other breach of Contract which in the opinion of the
      Authorised Officer justifies termination of the contract, not withstanding whether
      any Default Notices have been served.

8.6   There is a change of ownership or control of the Contractor which, in the
      reasonable opinion of the Council will have a material impact on the provision
      of the Services or the image of the Council.

9.    Arrangements on Termination
9.1   Upon such termination, in addition to such consequences as are set out in
      other provisions of this Contract;

9.2   The Contractor shall forthwith cease to perform any of the Service The
      Contractor shall be liable forthwith to compensate the Council for any loss
      or damage it has sustained in consequence of any antecedent breaches of
       contract by the Contractor The Contractor shall fully and promptly indemnify
       and compensate the Council in respect of the cost of causing to be performed
       such Services as would have been performed by the Contractor during the
       remainder of the Contract Period to the extent that such cost exceeds such
       sums as would have been lawfully payable to the Contractor for performing
       such Services (such costs to include all costs of closing out this Contract and
       entering into new contract(s) with replacement contractors(s).

9.3   The Council shall be under no obligation to make any further payment to the
      Contractor and shall be entitled to retain any payments which may have fallen
      due to the Contractor before termination until the Contractor has paid in full to
      the Council all sums due under or arising from the Contract, or to deduct there
      from any sum due from the Contractor. The Council shall have power to deduct
      from any monies owing to the Contractor and such sums as are due to the
      Council under this or any other Contract between the parties.

10. Bribery and Corruption
10.1 The Council shall be entitled to cancel the Contract and to recover from the
     Contractor the amount of any loss or damage resulting from such cancellation if
     the Contractor shall have offered or given or agreed to give to any person any
     gift or consideration of any kind as an inducement or reward for doing or
     forbearing to do or for having done or forborne to do any action in relation to the
     obtaining or execution of this Contract or any other Contract with the Council or
     for showing or forbearing to show favour or disfavour to any person in relation
     to this Contract or any other Contract with the Council or if like acts shall have
     been done by any person employed by the Contractor or acting on it’s behalf
     (whether with or without the knowledge of the Contractor) or if in relation to this
     Contract or any other Contract with the Council the Contractor or any other
     person employed by it or acting on it’s behalf shall have committed any offence
     under the Preventions of Corruption Acts 1889 to 1916 or shall have given any
     fee or reward the receipt of which is an offence under sub-section (2) of Section
     117 of the Local Government Act 1972

11. Price and payment
11.1 Payment will be as per Specification - Financial Arrangements

11.2 The Contract price is exclusive of VAT which shall be payable, if applicable, by
     the Council in addition to such Contract price. The Council shall pay the contract
     price to the contractor, by BACS (Bank Account Clearing System) if the Council

       so chooses, within 30 days of the receipt of the services or a valid invoice,
       whichever is later.

11.3 An invoice shall be rendered on the contractor’s own invoice form to the Council
     clearly marked with the Contract reference.

11.4 Invoices shall be submitted to the Council on a quarterly basis and show the
     period they relate to.

11.5 Price Variation
     In the event of this Contract being extended and depending on the length of any
     extension for up to a period of two years, the prices contained in the pricing
     schedule shall be reviewed on each anniversary of the Commencement Date
     (“the Review Date”) and shall be increased or reduced by a percentage
     equivalent to the percentage increase or reduction (if any) shown in the Index
     published in the December of the preceding year since the last Review Date (or
    on the first anniversary of the Commencement Date) and such increase or
    reduction shall take effect in respect of the 12 month period commencing on the
    Review Date.

12. Limitation of Liability
12.1 Neither Party shall be liable to the other Party for any loss or damage, costs or
     expenses incurred or suffered by the other Party as a result of any breach of the
     terms of the Contract, unless the same were in the reasonable contemplation of
     the Parties at the time when they entered into the Contract.

12.2    Except in the case of death or personal injury caused by negligence, and
        fraudulent misrepresentation or in other circumstances where liability may not
        be so limited under any applicable law, the liability of either Party under or in
        connection with the Contract, whether arising in contract, tort, negligence,
        breach of statutory duty or otherwise shall not exceed the sum of £2 million for
        any one incident in any one Year.

12.3 The Contract Price of the Services under the Contract has been negotiated and
     agreed on the basis that the Parties may limit their liability to each other as set
     out in the Contract and the Parties each confirm that they will themselves bear
     or insure against any loss for which the other Party has limited its liability under
     the Contract.

13.   Insurance
13.1 The contractor shall insure against its liability under Condition “12.2” with a
     minimum limit of indemnity of £2 million in respect of any act or occurrence in
     any insurance year or such other sum as may be agreed between the
     contractor and the Council. The Contractor shall maintain indemnity insurance
     to cover all liability under the Contract and provide evidence of such indemnity
     insurance as the Council may reasonable request from time to time.

13.2 The Contractor shall maintain and shall ensure that it maintains the following

       (1) Third Party insurance and such cover shall not be less than £5 million of
           indemnity in respect of any one act or occurrence or series of acts or
           occurrence in any one year

       (2) Employers’ liability insurance to comply with statutory requirements

13.3 The Contractor and it’s sub-contractors shall, where appropriate, name the
     Council as co-insured on any relevant on any relevant policies, and shall ensure
     that its underwriters/insurers endorse the policies to prevent any exercise of
     rights of subrogation against the Council, its other contractors and its or their

14. Equal Opportunities
14.1 The Contractor shall have in place an equal opportunities policy for staff and
     Service Users which complies with all legislation/Codes of Practice relating to
     discrimination regarding age, race, gender, colour, nationality, ethnic origin,
     disability or sexuality in provision of the Services.

14.2 The Contractor shall provide such information as the Council may reasonably
     require to enable it to assess the Contractor’s compliance with this
     legislation/Code of Practice

15.  Health and Safety
15.1 The Contractor shall at all times comply with the requirements of the Health and
     Safety at Work Act 1974, the Management of Health and Safety at Work
     Regulations 1992, the Electricity at Work Act 1989, and of any other legal
     provisions pertaining to Health and Safety of it’s own staff, the Council’s
     employees and others who may be affected by it’s performance of Services.

15.2 The Contractor shall ensure that it’s Safety Policy has been drawn to the
     attention of all it’s staff and that they will comply fully with it’s provisions

16.    Severability
16.1   If any provision of the contract is or becomes illegal, void or invalid, that shall
       not affect the legality and validity of its other provisions.

17. Waiver
17.1 The failure of either party to seek redress for breaches or to insist on strict
     performance of any provision of the contract or the failure of either party to
     exercise any right or remedy to which it is entitled under the contract shall not
     constitute a waiver thereof and shall not cause a diminution of the obligations
     under the contract.

17.2 No waiver of any provision of the contract shall be effective unless it is agreed
     to by both parties in writing.

17.3 No waiver of any default shall constitute a waiver of any subsequent default.

18.    Accrued rights and remedies
18.1   Neither the expiration nor the termination of the contract shall prejudice or
       affect any right of action or remedy which shall have accrued or shall thereafter
       accrue either to the Council or to the contractor.

19.    Transfer and sub-contracting
19.1   The Contractor shall not transfer, assign the whole or any part of the contract.
       The contractor shall not sub-contract the supply of any services without the
       previous consent in writing of the Council, such consent not to be unreasonably

19.2 If consent is given, it shall not relive the Contractor for any liability or obligation
     under this agreement.

20.  Intellectual Property
20.1 The contract price shall include all payments made or to be made to any third
     party in respect of any right, patent, design, trademark or copyright used for the
     purpose of performing the contract.

20.2 The contractor shall indemnify the Council against any costs or claims,
     proceedings, expenses and demands arising from any infringement of any
     right, patent, design, trademark or copyright.

21. Confidentiality
21.1 The contractor and its staff must not disclose to any person (other than a person
      authorised by the authority) any information acquired by them in connection with
      the contract

21.2 Without prejudice to the generality of Condition 21, the contractor and its staff
     must not disclose to any person (except as may be required in law or where a
     person is authorised by the Council) any information acquired by them in
     connection with the provision of the services which concerns:

      the Council, its staff or its procedures

      the identity and records of any service users.

22. Law
22.1 The parties shall accept the exclusive jurisdiction of the English courts and
     agree that the contract is to be governed and construed according to English

23.   Data protection
23.1 The Contractor must protect personal data in accordance with the provisions
     and principles of the Data Protection Act 1998, and in particular
     the contractor must ensure compliance with the Council’s security
     arrangements and ensure the reliability of its staff who have access to any
     personal data held by the Council. In addition, if the contractor is required to
     access or process personal data held by the Council, the contractor shall keep
     all such personal data secure at all times and shall only process such data in

       accordance with instructions received from the Council.

23.2 The contractor shall indemnify the Council against all claims and proceedings
     and all liability, loss, costs and expenses incurred in connection therewith made
     or brought by any person in respect of any loss, damage or distress caused to
     that person as a result of the contractor’s unauthorised and/or unlawful
     processing or the contractor’s destruction and/or damage to any personal data
     held by the contractor, its employees or agents.

23.3   All personal data relating to Service users must be returned to the Council at
       the end of the Contract

24.    Mediation
24.1   If any dispute arises out of these Conditions (other than in relation to any
       matter in which the Council has a discretion which is exercised in accordance
       with the terms of these Conditions and which shall be final and conclusive) the
       parties will use all of their respective reasonable endeavours to resolve it by
       negotiation. If negotiations fail to resolve such dispute the parties will attempt to
       settle it by mediation in accordance with the CEDR Model Mediation Procedure.
       To initiate mediation a party shall give notice in writing “a "Mediation Notice") to
       the other party requesting mediation of the dispute and shall send a copy
       thereof to CEDR asking CEDR to nominate a mediator in the event that the
       parties shall not be able to agree such appointment by negotiation. The
       mediation shall commence within 28 days of the Mediation Notice being served.
       Neither party will terminate such mediation until each party has made its
       opening presentation and the mediator has met each party separately for at
       least one hour. Thereafter paragraph 14 of the CEDR Model Mediation
       Procedure will apply. Neither party will commence legal proceedings against
       the other until thirty days after such mediation of the dispute in question has
       failed to resolve the dispute.

24.2   During any dispute, including a dispute as to the validity of the Contract, it is
       mutually agreed that the Contractor shall continue it’s performance of the
       provisions of the Contract (unless the Council requests in writing that the
       Contractor does not do so)

25.    Quality Assurance
25.1   The Contractor shall institute and maintain a properly documented system of
       quality assurance, including standard setting, monitoring, management and
       review processes as set out in the specification and which is to the satisfaction
       of the Council to ensure that the Contract quality Standard is met and

       During the Contract Period, the Council may wish to inspect and examine the
       provision of the Services being carried out at short notice

25.3   The Contractor shall allow the Council to have access to and to Audit all
       records maintained by the Contractor in relation to the provision of the
       Services. The Contractor shall assist the Council in the conduct of the audit (at
       no extra expense to the Council).

26.     Force Majeure
26.1   In the event of an Act of God or Force Majeure (which shall include acts of
       government, fire, tempest, acts of war or terrorism which are both beyond the
       control of the Contractor and are such that the Contractor with the application
       of all due diligence and foresight could not prevent) which causes the cessation
       of or substantial interference with the performance of the Services, the duty of
       the Contractor to perform the Services shall be suspended until such
       circumstances have ceased.

26.2   Neither party shall be entitled to claim for a breach of obligations under the
       Contract by the other party or incur any liability to the other party for any loss or
       damages incurred by that party to the extent that a Force Majeure event occurs
       and it is prevented from carrying out obligations by that event of Force Majeure.

26.3   Any such sum already paid in respect of any part of the Services not yet
       performed shall be held to the credit of the Council and returned to the Council

26.4   For the avoidance of doubt, it is hereby expressly agreed that Industrial Action
       or related difficulties are not to be considered as events of Force Majeure or
       Acts of God

26.5   If the period of suspension lasts for longer one month either party may serve
       upon the other (three months ) written notice of termination of Contract. Unless
       the Services have been resumed before the expiration of such notice, the
       Contract shall terminate with such notice.

27.  Notices
27.1 Any notice to be given under the Contract must either be delivered personally
     or sent by recorded delivery post.

28.    Assistance in Legal Proceedings
28.1   If requested to do so by the Council, the Contractor shall provide to the Council
       any relevant information in connection with any legal inquiry or Court
       proceedings in which the Council may become involved, or any relevant
       disciplinary hearing internal to the Council and shall give evidence in such
       inquiries, proceedings or hearings, arising out of the provision of the Services.

28.2   The Contractor immediately upon becoming aware of the same shall notify the
       Council of any accident, damage or breach of any statutory provision of or
       connected with the Contract.

28.3   Such information provided or assistance rendered pursuant to the obligation in
       sub-clauses 28.1 and 28.2 above, in whatever form, shall be at no cost to the

29.    Performance Monitoring
       Under this Condition the Contractor must report as per agreed performance
       monitoring system in the specification.


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