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
1.1 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
4.1 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
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.
5.1 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
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
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.
8.1 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
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
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
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
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
16.1 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.
17.1 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.
21.1 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
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.
22.1 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
24.1 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.
27.1 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.