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HMRC Terms and Conditions

(Last Updated: June 2008)    

The department has different Terms and Conditions depending on the nature of the contract. The General & Specific Terms and Conditions are also used by HM Treasury.

There is now access to the PDF versions of the Terms & Conditions pages for easy downloading.

 

Addendum to the General Terms making provision for HMRC e-procurement

1) Orders.

HMRC will only order goods or services via an official purchase order (PO) and shall require that the Contractor provide goods or services only when a PO has been issued. Any orders received by the Contractor via any other means, except where specifically agreed by the parties, will not be sanctioned by HMRC.

2) Deliveries and Invoices.

The Contractor must ensure that all delivery documents and invoices issued bear reference to the PO number. Where the Contractor fails to quote PO numbers on either delivery documents or invoices, HMRC reserves the right to refuse delivery of the goods or services and may return invoices to the Contractor unpaid.

3) Changes to catalogues.

Where the Contractor’s catalogues are held on HMRC’s ERP system, any proposed change to the content of the catalogues, including but not limited to price or catalogue items, must be agreed between the Contractor and HMRC’s Contract Manager. Once the changes are agreed the Contractor must present an electronic copy of the new catalogue to HMRC at least 5 working days prior to the agreed date for the changes to come into effect. Changes to the catalogue content will not come into effect until such time as the catalogue has been successfully accepted by the ERP system.

The frequency of catalogue updates will be dependent on the price reviews agreed under the terms of the Contract.

4) Costs.

There will be no fees or subscription charges for trading electronically with HMRC but HMRC will not be liable for any costs or expenses incurred by the Contractor in so doing. This also applies to any additional costs that may be incurred as a result of any changes to the required means of communication implemented by HMRC.
Signed for and on behalf of:

General Terms and Conditions of Contract

These terms and conditions are general and should be used with all types of contract. They may only be varied with the written agreement of the Client.

Contents

Section A - General Provisions

Section B - Statutory Obligations and Regulations

Section C - Control of the Contract

Section D - Payment and Price

Section E - Liabilities

Section F - Default, Disruption and Termination

Section G - Disputes and Law

General Terms and Conditions of Contract Section A

General Provisions Contents

A1.1 Definitions

In these Conditions :

"Client" means the Commissioners of HM Revenue & Customs and the Lords Commissioners of HM Treasury or the person or persons for the time being, or from time to time, duly appointed by the Commissioners;

"Consultant" means the person, firm or company with whom the Contract is made;

"Contract" means the contract between the Client and the Contractor consisting of these Conditions, the Specification, Instructions to Tenderers, the Contractor's tender response and any other documents (or parts thereof) specified by the Client;

"Contract Manager" means the person for the time being appointed by the Client as being authorised to administer the Contract on behalf of the Client or such person as may be nominated by the Contract Manager to act on his behalf;

"Contract Period" means the period stated in the Contract documents starting on the commencement date;

"Contract Price" means the price exclusive of Value Added Tax, payable to the Contractor by the Client under the Contract for the full and proper performance by the Contractor of his part of the Contract as determined under the Conditions of the Contract but before taking into account the effect of any Variation of Price Condition. In respect of Goods, Contract Price also includes delivery;

"Contracting Authority" as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993, and Regulation 3(1) of the Public Supply Contracts Regulations 1995;

"Contractor" means the person, firm or company with whom the Contract is made;

"Goods" means any such Goods as to be supplied by the Contractor (or by the Contractor's sub-contractor) under the Contract;

"Invitation to Tender" means an invitation for Contractors to bid for the Goods or Services required by the Client"

"Party" means a party to this Contract and "Parties" shall be construed accordingly;

"Premises" means the location where the Goods are to be delivered and /or the Services are to be performed, as specified in the Contract;

"Services" means the Services to be provided as specified in the Contract and shall, where the context so admits, include any materials, articles or Goods to be supplied thereunder;

"Specification" means the formal description in objective and measurable terms of the characteristics of the Goods or Services required.

A1.2 Interpretation

The interpretation and construction of this Contract shall be subject to the following provisions:

Words importing the singular meaning include where the context so admits the plural meaning and vice versa;

Reference to a Condition is a reference to the whole of that Condition unless stated otherwise;

Reference to a Clause is a reference to a paragraph within a Condition unless stated otherwise.

References to any enactment, order, regulation or other similar instrument shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument.

The headings to Conditions shall not affect their interpretation.

A2 Entire Agreement

The Contract constitutes the entire agreement between the Parties relating to the subject matter of the Contract. The Contract supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this Condition shall not exclude liability in respect of any fraudulent misinterpretation.

A3 Notices

Any notice or other communication which is to be given by either Party to the other, shall be given by letter, ( sent by hand or post or by registered post or by the recorded delivery service) or transmitted by telex, telemessage, facsimile transmission or other means of telecommunications, confirmed by a written letter. Such notices or communications shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

A4 Inspection of Premises and Nature of Services

A4.1 Save as the Client may otherwise direct, the Contractor is deemed to have inspected the Client's Premises before tendering so as to have understood the nature and extent of the Contract to be carried out and be satisfied in relation to all matters connected with the installation of Goods and / or supply of Services and the Premises.

A4.2 The Client shall, at the request of the Contractor, grant such access as may be reasonable for this purpose.

A5 Free-Issue Materials and Other Equipment

A5.1 Where the Client for the purpose of the Contract issues equipment or materials free of charge to the Contractor such equipment or materials shall be and remain the property of the Client. The Contractor shall maintain all such equipment or materials in good order and condition and shall use such equipment or materials solely in connection with the Contract.

A5.2 The Contractor shall notify the Client of any surplus equipment or materials remaining after completion of the Contract and shall dispose of them as the Client may direct. Waste of such equipment or materials arising from bad workmanship or negligence of the Contractor or any of the Contractor's employees, servants, agents, suppliers or sub-contractors shall be made good at the Contractor's expense. Without prejudice to any other rights of the Client, the Contractor shall deliver up such equipment or materials whether processed or not to the Client on demand.

A5.3 The Contractor shall ensure the security of all Client property, equipment, plant, materials etc. whilst in the Contractor's possession, either on its premises or elsewhere during the provision of the Service and / or delivery of the Goods, in accordance with the Client's approved security systems set out in the Contract

A5.4 The Contractor shall be liable for any loss of or damage to any Client's property, unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the negligence or default of the Client. The Contractor shall forthwith inform the Contract Manager of any defects appearing in or losses or damage occurring to the Client's equipment or materials made available for the purposes of the Contract.

A6 Mistakes in information

Where appropriate the Contractor shall be responsible for the accuracy of drawings, documentation and information supplied to the Client and shall pay the Client any extra costs occasioned by any discrepancies, errors or omissions therein.

General Terms and Conditions of Contract Section B

Statutory Obligations and Regulations Contents

B1 Data Protection Act

B1.1 The Contractor (and any of his sub-contractors involved in the provision of this Contract) shall be registered under the relevant parts of the Data Protection Act 1998 and shall ensure that the applicable provisions of the Data Protection Act and any subsequent amendments thereto or other relevant Act of Parliament are strictly adhered to.

B1.2 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination.

B2 Prevention of Corruption

B2.1 The Contractor shall not offer or give, or agree to give, to any employee or representative of the Client any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with the Crown, or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract. The attention of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

B2.2 Where the Contractor or Contractor's employees, servants, sub-contractors, suppliers or agents or anyone acting on the Contractor's behalf commit such an offence in relation to this or any other Contract with the Crown, the Client has the right to:

a) terminate the Contract and recover from the Contractor the amount of any loss resulting from the termination;

b) recover from the Contractor the amount or value of any such gift, consideration or commission; and

c) recover from the Contractor any other loss sustained in consequence of any breach of this Condition, whether or not the Contract has been terminated.

B2.3 In exercising its rights or remedies under this Condition, the Client shall:

a) act in a reasonable and proportionate manner having regard to such matters as the gravity of, and the identity of the person performing the prohibited act;

b) give all due consideration, where appropriate, to action other than termination of the Contract.

B3 Discrimination

The Contractor shall not unlawfully discriminate within the meaning and scope of the provisions of the Race Relations Act 1976, the Sex Discrimination Act 1975, or the Disability Discrimination Act 1997, or the Fair Employment and Treatment (Northern Ireland) Order 1998, relating to discrimination in employment. The Contractor shall take all reasonable steps to secure the observance of these provisions by all servants, employees or agents of the Contractor and all suppliers and sub-contractors employed in the execution of the Contract.

B4 Official Secrets Acts 1911 to 1989, Sections 18 and 19 Commissioners for Revenue and Customs Act and Confidentiality.

B4.1 The Contractor undertakes to abide by, and ensure that his employees, agents, and sub-contractors abide by the provisions of:-

(a) the Official Secrets Acts 1911 to 1989; and
(b) Sections 18 and 19 Commissioners for Revenue and Customs Act.

B4.2 Information which has been provided to the Client by the Contractor and is considered by both Parties to be confidential shall be identified as exempt information under Section 41 of the Freedom Of Information Act 2000 and listed in accordance with Clause B9.3.

B4.3 Where it is considered necessary in the opinion of the Client, the Contractor shall ensure that staff sign a confidentiality undertaking before commencing work in connection with the Contract.

B4.4 In the event that the Contractor, his employees, agents or sub-contractors fail to comply with this Condition, the Client reserves the right to terminate the Contract with immediate effect.

B4.5. The provisions of Clauses B4.1 and B4.2 and B4.4 shall apply during the continuance of the Contract and indefinitely after its expiry or termination.

B5 Publicity, Media and Official Enquiries

B5.1 Neither the Contractor nor its sub-contractor(s), agents, servants, suppliers, employees and consultants shall make any public statement relating to the existence or performance of the Contract without the prior written consent of the Client, which shall not be unreasonably withheld.

B5.2 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination.

B6 Compliance with Value Added Tax and Other Tax Requirements

B6.1 The Contractor shall at all times comply with the Value Added Tax Act 1994 and all other statutes relating to direct or indirect taxes.

B6.2 Failure to comply may constitute a material breach of this Contract and the Client may exercise the rights and provisions conferred by Condition F2 Termination hereof.

B6.3 The Contractor shall furnish to the Client the name, and if applicable, the Value Added Tax registration number and relevant Income Tax reference number(s) of any agent, supplier or sub-contractor of the Contractor prior to the commencement of any work under this Contract by that agent, supplier or sub-contractor. Upon a request by the Client, the Contractor shall not employ or will cease to employ any agent, supplier or sub-contractor.

B7 Arrears of Value Added Tax

B7.1 Where an amount, including any assessed amount, is due from the Contractor as Value Added Tax by or under the Value Added Tax Act 1994 as amended an equivalent amount may be deducted by the Client (after giving notice in accordance with Clause B7.2) from the amount of any sum due to the Contractor under the Contract.

B7.2 At least fourteen [14] days before exercising the right of deduction provided by this Condition the Client shall give notice in writing to the Contractor that it is intended to exercise the right of deduction and the notice:-

(a) shall specify the amount to be deducted; and

(b) shall contain a description of the Value Added Tax due from the Contractor in respect of which the deduction is made, for example by reference to an assessed amount or by reference to supplies made during an accounting period.

B8 The Contracts (Rights of Third Parties) Act 1999

No person who is not a Party to the Contract (including without limitation any employee, officer, agent, representative, or sub-contractor of either the Client or the Contractor) shall have any right to enforce any term of the Contract, which expressly or by implication, confers a benefit on him without the prior agreement in writing of both Parties, which agreement should refer to this Clause B8.

B9 Disclosure

B9.1. The Client reserves the right to disclose information in accordance with the Freedom of Information Act 2000, or as may be required to be published in the Supplement to the Official Journal of the European Community, in accordance with EC Directives on Public Procurement.

B9.2. The Contractor acknowledges that the Client has certain obligations under the Freedom of Information Act 2000 (FOIA) and shall assist and co-operate with the Client in the event that the Client receives any request for information under the FOIA relating to this Contract and/or its performance and/or relating to the associated public procurement process. The Contractor shall assist the Client, at no extra charge and within such timescales as the Client may reasonably specify, in meeting any requests for information in connection with this Contract within the timescales for compliance contained in Section 10 of the FOIA.

B9.3. Schedule [ ] contains a list of information relating to the Contract which the Parties reasonably consider is exempt information under the FOIA, together with a reference to the relevant section of the FOIA which confers the exemption. If the Client receives a request to disclose the information listed at schedule [ ], the Client shall

(a) consider whether the information is, in fact exempt;
(b) consider whether the public interest in maintaining the exemption outweighs the public interest in disclosing the information (unless the information benefits from an absolute exemption); and
(c) consult with the Contractor prior to disclosure of information whenever reasonably practicable.

B9.4. Without prejudice to Clause B9.3 the Client shall consult with the Contractor before disclosing any confidential information of the Contractor unless the Client is obliged under the FOIA to disclose such information without consulting the Contractor.

B9.5. The Client shall not be liable for any loss or damage suffered by the Contractor, whether in contract, tort or any other way, as a result of the Client disclosing information in response to a request made under FOIA, if the information is not specifically identified by the Parties as exempt.

B9.6 The Contractor shall not disclose any information identified in schedule [] without prior authorisation from the Client.

B10 National Minimum Wage

The Contractor shall ensure that, where appropriate, staff employed by him are paid at least the national minimum wage in accordance with the National Minimum Wage Act 1998.

B11 Sustainable Development Requirements

The Contractor shall perform the Contract in accordance with the Client's environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

B12 Human Rights Act

The Contractor, its sub-contractors, agents and employees shall at all times comply with the provisions of the Human Rights Act 1998 in the execution of this Contract. Failure to do so may constitute a material breach of the Contract and the Client may exercise its rights under Condition F2.

B13 Patents, Information and Intellectual Property Rights

B13.1 It shall be a condition of the Contract that, except to the extent that the Goods/Services incorporate designs furnished by the Client, the Goods/ Services will not infringe any patent, trade mark, registered design, copyright or other right in the nature of intellectual property of any third party and the Contractor shall indemnify the Client and the Crown against all actions, suits, claims, demands, losses, charges, costs and expenses which the Client or the Crown may suffer or incur as a result of or in connection with any breach of this Condition.

B13.2 All intellectual property rights (including ownership and copyright) in any Specifications, instructions, plans, drawings, patents, patterns, models, designs or other material:

(a) furnished to or made available to the Contractor by the Client shall remain the property of the Client.

(b) prepared by or for the Contractor for use, or intended use, in relation to the performance of this Contract shall belong to the Crown, and the Contractor shall not and shall procure that the Contractor's employees, servants, agents, suppliers and sub-contractors shall not (except when necessary for the implementation of the Contract) without prior written consent of the Client, use or disclose any such intellectual property and intellectual property rights, or any other information (whether or not relevant to this Contract) which the Contractor may obtain in performing the Contract except information which is in the public domain.

B13.3 At the termination of the Contract the Contractor shall immediately return to the Crown all materials, work or records held, including any back up media.

B13.4 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its expiry or termination.

B14 Health and Safety

B14.1 The Contractor shall promptly notify the Client of any health and safety hazards which may arise in connection with the performance of the Contract.

B14.2 The Client shall promptly notify the Contractor of any health and safety hazards which may exist or arise at the Client's Premises and which may affect the Contractor in the performance of the Contract.

B14.3 While on the Client's Premises, the Contractor shall comply with any health and safety measures implemented by the Client in respect of personnel and other persons working on those Premises.

B14.4 The Contractor shall notify the Client immediately in the event of any incident occurring in the performance of the Contract on the Client's Premises where that incident causes any personal injury or damage to property which could give rise to personal injury.

B14.5 The Contractor shall take all necessary measures to comply with the requirements of the Health and Safety at Work etc Act 1974 and any other Acts, orders, regulations and Codes of Practice relating to health and safety, which may apply to staff in the performance of the Contract.

B14.6 The Contractor shall ensure that his health and Safety policy statement (as required by the Health and Safety at Work Act 1974) is made available to the Client on request.

B15 Audit and the National Audit Office

B15.1 The Contractor shall keep and maintain until two [2] years after the Contract has been completed, or as long a period as may be agreed between the Parties, full and accurate records of the contract, all expenditure reimbursed by the Client, and all payments made by the Client. The Contractor shall on request afford the Client or the Client's representatives such access to those records as may be required by the Client in connection with the Contract.

General Terms and Conditions of Contract Section C

Control of the Contract Contents

C1 Assignment and Sub-Contracting

C1.1 The Contractor shall not assign or sub-contract any portion of the Contract without the prior written consent of the Client. Sub-contracting any part of the Contract shall not relieve the Contractor of any obligation or duty attributable to the Contractor under the Contract or these Conditions.

C1.2 Where the Client has consented to the placing of sub-contracts, copies of each sub-contract shall be sent by the Contractor to the Client immediately it is issued.

C1.3 The Client is entitled to assign any or all of its rights under the Contract to any Contracting Authority as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993, provided that such assignment shall not materially increase the burden of the Contractor's obligations under the Contract.

C1.4 The Contractor shall be responsible for the acts and omissions of his sub-contractors as though they were his own.

C1.5 The Contractor shall not use the services of self-employed individuals without prior approval.

C2 Waiver

C2.1 The failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy.

C2.2 No waiver shall be effective unless it is communicated to the other Party in writing.

C2.3 A waiver of any right or remedy arising from a breach of Contract shall not constitute a waiver of any right or remedy arising from any other breach of the Contract.

C3 Severability

If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Contract, the Parties shall immediately commence negotiations in good faith to remedy the invalidity.

C4 Remedies Cumulative

Except as otherwise expressly provided by the Contract, all remedies available to either Party for breach of this Contract are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

C5 Monitoring of Contract Performances

C5.1 Before the commencement date the Client will agree in consultation with the Contractor the arrangements required for the purpose of monitoring the performance by the Contractor of its obligations under the Contract.

C5.2 As part of the Tender the Contractor will submit proposals for the monitoring of Contract performance for consideration by the Client.

C5.3 Such arrangements may include (without limitation):

(a) random inspections;
(b) regular meetings at working level and director level;
(c) security (and availability for inspection) of all relevant documentation;
(d) the delivery at least [once a month] of such written management reports as may reasonably be required;

C6 Possible Extension of Contract Period

Subject to satisfactory performance by the Contractor during the Contract Period, the Client may wish to extend the Contract for a further period of up to [ ] year(s). The successful Contractor will be approached before the end of the Contract Period if the Client wishes so to do. The agreed terms and conditions will apply throughout any such extended period.

C7 Time of Performance

C7.1 The Contractor shall begin performing the Services or delivering the Goods on the date stated in the Contract and shall complete the work by the date stated in the Contract or continue to perform the work for the period stated in the Contract (whichever is applicable). Time is of the essence of the Contract. The Client may by written notice require the Contractor to execute the Services, or deliver the Goods in such order as the Client may decide. In the absence of such notice the Contractor shall submit such detailed programmes of work and progress reports as the Client may from time to time require.

C8 Novation

This Condition is mandatory. The pending transfer of contractual rights and obligations from IR to the new department, HM Revenue & Customs (HMRC), requires that this Condition be included within all contracts.

C8.1 Subject to Clause C8.3, the Client shall be entitled to:

(a) assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof to any Contracting Authority provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor's obligations pursuant to this Contract; or

(b) novate this Contract to any other body (including but not limited to any private sector body) which substantially performs any of the functions that previously had been performed by any Contracting Authority.

C8.2 Any change in the legal status of the Client such that it ceases to be a Contracting Authority shall not, subject to Clause C8.3, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the Client.

C8.3 If the Contract is novated to a body which is not a Contracting Authority pursuant to Clause C8.1(b) or if a successor body which is not a Contracting Authority becomes the Client pursuant to Clause C8.2 (in the remainder of this Condition both such bodies are referred to as the "transferee"):

(a) the rights of termination of the Client in Condition F1 and F2 shall be available to the Contractor in the event of the bankruptcy, insolvency or Default of the transferee;

(b) the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the Contractor;

(c) the following Conditions and Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if the Contract had been amended by the Parties.

(i) in Condition B2, the word "Crown" shall be replaced with the word "Client";

(ii) in Clause B13.1 delete the words "and the Crown" and "or the Crown";

(iii) in Clauses B13.2(b) and B13.3 replace the word "Crown" with the word "Client";

(iv) in Clause D3.1 the words "or with any department, agency or authority of the Crown" shall be deleted;

(v) Condition B7 ceases to be applicable in the event that the Contract is novated;

(vi) Conditions B15 and SS7 cease to be applicable in the event that the Contract is novated to a private sector body.

C8.4 The Client shall be entitled to disclose to any transferee any confidential information of the Contractor which relates to the performance of the Services by the Contractor. In such circumstances the Client shall authorise the transferee to use such confidential information only for purposes relating to the performance of the Services and for no other purposes and shall take all reasonable steps to ensure that the transferee accepts an obligation of confidence.

General Terms and Conditions of Contract Section D

Payment and Price Contents

D1 Contract Price

D1.1 The Contract Prices and Rates shall remain firm for the initial Contract Period, but not including any extension of that period.

D1.2 In the event that the Contract Price is increased or decreased as a result of any new legislation or regulation being made after the commencement of the Contract, the amount of any such increase or decrease shall be treated as a variation to the Contract, and will be assessed on an individual basis. Such variations will not be allowed where new legislation or regulations are enacted after the commencement of the Contract, but were made public prior to the commencement of the Contract. Any such variations to price which can be foreseen by the Contractor prior to commencement of the Contract, will be deemed to have been included in the Contract Price.

D2 Payment

D2.1 Payment will be made within thirty 30 days of receipt and agreement of invoices, submitted monthly in arrears, for work completed to the satisfaction of the Client. The date of posting a cheque shall be the date of payment, and the date of payment by electronic transmission shall be the date the transmission is effected.

D2.2 Where the Contractor enters into a sub-contract with a supplier or contractor for the purpose of performing the Contract, he shall cause a term to be included in such a sub-contract which requires payment to be made by the Contractor to the sub-contractor within a specified period not exceeding thirty [30] days from the receipt of a valid invoice, as defined by the sub-contract requirements.

D2.3 Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge.

D3 Recovery of Sums Due

D3.1 Wherever under the Contract any sum of money is recoverable from or payable by the Contractor, that sum may be deducted from any sum then due, or which at any later time may become due, to the Contractor under the Contract or under any other agreement or contract with the Client or with any department, agency or authority of the Crown.

D4 Price adjustment on extension of the Contract Period

D4.1 The Service charges are based on the agreed charges detailed in the Contract which shall apply to the Contract Period. In the event of an extension being considered beyond the [ ] year Contract Period the Client would wish to review the charges with the Contractor in the six months prior to the expiry of the Contract.

D4.2 During this six [6] month period, the Contractor may, following agreement with the Client and by giving the Client three [3] months notice in writing to take effect at the end of the Contract Period or any anniversary date thereafter increase or reduce charges for the Services provided by the Contractor subject to Clause D4.3 below.

D4.3 Any claim for increases or reduction in charges will only be considered if supported by an appropriate Index already agreed between the Client and Contractor, for the period in question, such Index to be determined by negotiation or mediation in default of agreement between the Parties.

D5 Euro

D5.1 Any legislative requirement to account for the Goods or Services in Euro, instead of and/or in addition to Sterling, shall be implemented by the Contractor at nil charge to the Client.

D5.2 The Client shall provide all reasonable assistance to facilitate such changes.

General Terms and Conditions of Contract Section E

Liabilities Contents

E1 Indemnity and Insurance

E1.1 The Contractor shall indemnify the Client fully against all claims, proceedings, actions, damages, legal costs expenses and any other liabilities in respect of any death or personal injury, or loss of or damage to property, which is caused directly or indirectly by any act or omission of the Contractor. This Condition shall not apply to the extent that the Contractor is able to demonstrate that such death or personal injury, or loss or damage, was not caused or contributed to by his negligence or default, or the negligence or default of his staff or sub-contractors, or by any circumstances within his or their control.

E1.2 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor's performance of the Contract, in respect of death or personal injury, or loss of or damage to property. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor.

E1.3 The Contractor shall hold employer’s liability insurance to a minimum of five million pounds [£5,000,000] in respect of staff and in accordance with any legal requirement for the time being in force such as, but not limited to, the Employers’ Liability (Compulsory Insurance) Regulations 1998 (SI 1998 NO. 2573)

E1.4 The Contractor shall produce to the Client's representative, on request, copies of all insurance policies referred to in this Condition or other evidence confirming the existence and extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies.

E1.5 The terms of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in clause E1.2.

E2 Warranties and Representations

E2.1 The Contractor warrants and represents that:

(a) at the Acceptance Date, the Goods or Services shall meet the Acceptance Criteria;

(b) at the Acceptance Date the Goods shall operate in accordance with the relevant technical specifications;

(c) the Goods or Services shall be fully compatible with the Client's equipment;

(d) the Contractor has the full capacity and authority to grant any necessary software licence;

(e) the Service shall be supplied and rendered by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;

(f) the Contractor shall discharge his obligations hereunder with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Condition) in accordance with its own established internal procedures.

E3 Liquidated Damages

Without prejudice to any other remedies available to the Client whether under Contract or otherwise:

E3.1 If delivery of the Goods shall not have been achieved by the date(s) agreed, specified in the Contract or, where an extension of time has been agreed, the revised date for delivery, the Contractor shall pay to the Client as liquidated damages for each day of delay, after the date of delivery or the revised date for delivery, as applicable, a sum of [ ]% of the total Contract Price stated in the Contract, up to a maximum amount of [ ]% of the total Contract Price. Such payment shall be in full and final settlement of the Contractor's liability for any loss or damage incurred by the Client up to the end of the period in which liquidated damages are payable under this Clause in respect of such delay.

E3.2 If delivery of the Goods shall not have been achieved by the end of the period in which liquidated damages are payable under Clause E3.1 the Client shall be entitled to claim any remedy available to it for loss or damage incurred by it after the end of that period.

E3.3 Failure to deliver: No payment or concession to the Contractor by the Client or other act or omission of the Client shall in any way affect the rights of the Client to recover the said liquidated damages or be deemed to be a waiver of the right of the Client to recover any such damages unless such waiver has been expressly made in writing by the Client.

General Terms and Conditions of Contract Section F

Default, Disruption and Termination Contents

F1 Termination on change of control and insolvency

F1.1 The Contractor shall notify the Client in writing immediately upon the occurrence of any of the following events:

(a) The Contractor undergoes a change of control, within the meaning of section 416 of the Income and Corporation Taxes Act 1988, which impacts adversely and materially on the performance of the Contract; or

(b) where the Contractor is an individual or a firm and a petition is presented for the Contractor's bankruptcy or a criminal bankruptcy order is made against the Contractor or any partner in the firm, or the Contractor or any partner in the firm makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage the Contractor's or firm's affairs; or

(c) where the Contractor is a company, if the company passes a resolution for winding up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction) or the Court makes an administration order or a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver, manager or supervisor is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a fixed or floating charge.

(d) where the Contractor is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or any similar event occurs under the law of any other jurisdiction within the United Kingdom.

F1.2 The Client may only exercise its right under Clause F1.1 (a) within six [6] months after a change of control occurs and shall not be permitted to do so where it has agreed in advance to the particular change of control that occurs. The Contractor shall notify the Client immediately when any change of control occurs.

F2 Termination on Default

F2.1 The Client may terminate the Contract, or terminate the provision of any part of the Contract by written notice to the Contractor with immediate effect if the Contractor is in default of any obligation under the Contract and:

a) the Contractor has not remedied the default to the satisfaction of the Client within thirty [30] days, or such other period as may be specified by the Client, after issue of a written notice specifying the default and requesting it to be remedied; or
b) the default is not capable of remedy; or
c) the default is a fundamental breach of the contract.

F2.2 If the Contractor shall die or be adjudged incapable of managing his or her affairs within the meaning of Part VII of the Mental Health Act 1983, the Client shall be entitled to terminate this Contract by notice to the Contractor or the Contractor's representative with immediate effect.

F2.3 In the event that through any default of the Contractor, data transmitted or processed in connection with the Services is either lost or sufficiently degraded to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall provide a full credit in respect of any charge levied for its transmission.

F3 Break

The Client shall have the right to terminate the Contract, or to terminate the provision of any part of the Contract at any time by giving three [3] months written notice to the Contractor. The Client may extend the period of notice at any time before it expires subject to agreement on the level of performance to be provided by the Contractor during the period of extension.

F4 Consequences of Termination

F4.1 Where the Client terminates the Contract under Condition F2, or terminates the provision of any part of the Contract under that Condition, and then makes other arrangements for the provision of the Contract, the Client shall be entitled to recover from the Contractor the cost of making those other arrangements and any additional expenditure incurred by the Client throughout the remainder of the Contract Period. Where the Contract is terminated under Condition F2, no further payments shall be payable by the Client until the Client has established the final cost of making those other arrangements.

F4.2 Where the Client terminates the Contract under Condition F3, the Client shall indemnify the Contractor against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Contractor by reason of the determination of the Contract. The Contractor shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses incurred by the Contractor as a result of termination under F3.

F5 Disruption

F5.1 The Contractor must take reasonable care to ensure that in the execution of the Contract it does not disrupt the operations of the Client, their employees or any other Contractor employed by the Client.

F5.2 The Contractor shall immediately inform the Client of any actual or potential industrial action, whether such action be by their own employees or others, which affects or might affect their ability at any time to deliver the Goods or execute the Services in accordance with the requirements of the Contract.

F5.3 In the event of industrial action by the Contractor's staff, suppliers or sub-contractors, the Contractor shall seek the Client's written approval to their proposals to deliver the Goods or maintain the Service.

F5.4 If the Contractor's proposals referred to in Clause F5.3 are considered insufficient or unacceptable by the Client, then the Contract may be terminated.

F5.5 If the Contractor is temporarily unable to fulfil the requirements of the Contract owing to disruption of normal business by direction of the Client, an appropriate allowance by way of extension of time will be approved by the Client. In addition, the Client will reimburse any additional expense incurred by the Contractor in fulfilling the provisions of the Contract as a result of such disruption.

F6 Recovery upon Termination

F6.1 Termination or expiry of the Contract shall be without prejudice to any rights and remedies of the Contractor and the Client accrued before such termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry.

F6.2 At the end of the Contract Period (and howsoever arising) the Contractor shall forthwith deliver to the Client upon request all the Client's equipment, materials, documents, information, access keys and other materials relating to the Contract in its possession or under its control or in the possession or under the control of any permitted suppliers or sub-contractors and in default of compliance with this provision the Client may recover possession thereof and the Contractor grants licence to the Client or its appointed agents to enter for the purposes of such recovering any premises of the Contractor or its permitted suppliers or sub-contractors where any such items may be held.

F6.3 The Contractor shall co - operate with the Client and any new Contractor appointed by the Client to continue or take over the provision of the Services in order to ensure an effective handover of all work then in progress.

F6.4 The provisions of this Condition shall survive the continuance of this Contract and indefinitely after its termination.

F7 Force Majeure

F7.1 Neither Party shall be liable to the other Party for any delay in or failure to perform its obligations under the Contract (other than a payment of money) if such delay or failure results from circumstances beyond the Party's reasonable control known as Force Majeure.

F7.2 For the purpose of this condition, "Force Majeure" means any event or occurrence which is outside the reasonable control of the Party concerned, and which is not attributable to any act or failure to take preventive action by the Party concerned. It does not include any industrial action occurring within the Contractor's organisation or within any sub-contractor's organisation.

F7.3 Condition F7 does not affect the Client's rights under Sub Clause F6.4.

General Terms and Conditions of Contract Section G

Disputes and Law Contents

G1 Governing Law

This Contract shall be governed by and interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

G2 Dispute Resolution

G2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract.

G2.2 If the dispute cannot be resolved by the Parties pursuant to Clause G2.1, the dispute may, by agreement between the Parties, be referred to mediation.

G2.3 The performance of the Services shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Contractor (or employee, agent, supplier or sub-contractor) shall comply fully with the requirements of the Contract at all times.

G2.4 The procedure for mediation and consequential provisions relating to mediation are as follows:

(a) a neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within fourteen [14] days after a request by one Party to the other, or if the Mediator agreed upon is unable or unwilling to act, either Party shall within fourteen [14] days from the date of the proposal to appoint a Mediator or within fourteen [14] days of notice to either Party that they are unable or unwilling to act, apply to the Centre for Dispute Resolution ("CEDR") to appoint a Mediator.

(b) The Parties shall within fourteen [14] days of the appointment of the Mediator meet with them in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure.

(c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings.

(d) If thePparties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives.

(e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties.

(f) If the Parties fail to reach agreement in the structured negotiations within sixty [60] days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

G3 Arbitration

All disputes, differences or questions between the Parties to the Contract with respect to any matter or thing arising out of or relating to the Contract, other than a matter or thing as to which the decision of the Client is final and conclusive, which cannot be resolved in accordance with Condition G2, shall be referred to the arbitration of two persons, one appointed by the Client and one by the Contractor, in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or enactment thereof.

Specific Terms and Conditions Introduction

A revised version of the Departmental Terms and Conditions of Contract has been produced for use in Contracts for Goods and Services, Goods, Services or Consultancy. This version of the Terms and Conditions, has been amended to include recent legislation introduced since the last revision (Feb 2005). The Terms and Conditions reflect Government best practice and should be applied to all departmental Contracts in order to safeguard the Department’s interests. Suppliers will sometimes attempt to impose their own Terms and Conditions, but this should be resisted at all times. However, if a situation arises where the purchaser is forced to negotiate changes to these Terms and Conditions with a potential supplier, the accompanying guidance notes will facilitate such negotiations. If in doubt, always contact Commercial Directorate Policy Team for assistance.

The documentation comprises the following: -

a. Guidance Notes

These notes provide information about the meaning of the Terms and Conditions and when they should be used. They indicate when a particular Condition is mandatory, and also highlight those Conditions where we have the facility to adapt them. The Department must always aim to let Contracts on Departmental Terms and Conditions in the first instance, but there is some room for negotiation, particularly where the provisions of the Conditions are already covered by Statutory Legislation such as the Sale of Goods Act 1979.

b. General Terms and Conditions of Contract

These Terms and Conditions are general and applicable to all types of Contract, whether for Goods and Services, Goods or Services. It should be noted that the majority are mandatory Conditions and this is clearly set out in the guidance notes. Where General Terms and Conditions may be adapted or omitted to meet the requirements of a particular Contract, this is also set out in the guidance. In the event that a Condition is omitted, do not renumber the remaining ones. Maintain the existing numbering system and merely insert the words "Not applicable to this Contract". Also, make sure that any cross-references to omitted Conditions are removed.

c. Specific Terms and Conditions of Contract

Different types of Contract require different Terms and Conditions to support them. For example, a Contract for the supply of Goods will place greater emphasis on delivery, and a Contract for Services will more likely concentrate on the standard of work and personnel issues. The Terms and Conditions specific to certain types of Contract have been put into three separate sections so that they can be added to the General Terms and Conditions to meet the needs of the individual Contract. The three sections contain Terms and Conditions relevant to Contracts for Goods, Services or Consultancy and should be added to the General Terms and Conditions by cutting and pasting from one document to the other. They should be added after Section G of the General Terms and Conditions, and should follow the same format in order to maintain continuity and professionalism. e.g. continue with the same type, font, headings etc. For example: -

SS Specific Terms and Conditions For Services

SS1 Contractor’s Status

The specific Terms and Conditions for both Goods and Services should be added in the case of Goods and Services Contracts. It should be noted that many of these are mandatory and this is indicated in the guidance notes. The remainder are optional Conditions and should be added or omitted according to the nature and requirements of the Contract. Where Conditions have been omitted, do not change the numbering. Retain the existing numbering and merely insert the words "Not applicable to this Contract". Also, make sure that any cross-references to omitted Conditions are removed.

These guidance notes should be consulted when deciding whether to include certain Terms and Conditions, and when negotiating with potential suppliers.

Only those Specific Terms and Conditions relevant to the Contract should be added to the General Terms and Conditions and sent to potential suppliers. For example, only add the specific Services Conditions for a cleaning Contract.

Remember - when adding the Terms and Conditions to an Invitation to tender (ITT) or other contractual documentation, to insert a header containing the name of the Contract and any relevant reference numbers etc.

As with any set of Terms and Conditions, it is necessary both to understand their intention and to apply them in their proper context. These Guidance Notes have been produced as an aid to using the Departmental Terms and Conditions.

The Conditions of Contract set out the obligations and rights of both parties with regard to basic contractual issues (such as confidentiality, payment, default, insurance and termination). It establishes a sound legal framework for the Contract and ensures the Client can enforce compliance or take other remedial measures.

Specific Terms and Conditions of Contract for Goods

These Terms and Conditions are specific to Contracts for Goods and should follow the General Terms and Conditions of Contract where a Contract is to be let for the provision of Goods or Goods and Services.

Contents

SG1 The Goods

SG1.1 If required by the Client, samples of Goods shall be submitted for evaluation and approval and all subsequent deliveries of the Goods shall be equal in quality to approved samples.

SG1.2 The Goods shall be to the reasonable satisfaction of the Client and shall conform in all respects with any sample approved by the Client and with any particulars specified in this Contract and in any variations thereto.

SG1.3 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force. In the absence of a specification or sample, all Goods supplied shall be within the normal limits of industrial quality.

SG1.4 The Goods shall be fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Client and the Client relies on the skill and judgement of the Contractor in the supply of the Goods and the execution of the Contract.

SG2 Delivery

SG2.1 The Goods shall be delivered to the place named in the Contract. Any access to the Client's Premises and any labour and equipment that may be provided by the Client in connection with delivery shall be provided without acceptance by the Client of any liability whatsoever and the Contractor shall indemnify the Client and the Crown in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the Client or the Crown may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Contractor or any of the Contractor's sub-contractors or suppliers.

SG2.2 Except where otherwise provided in the Contract, delivery shall include the unloading and stacking of the Goods by the Contractor's employees, suppliers or carriers at such place as the Client or duly authorised person shall reasonably direct.

SG2.3 Where any access to the Client's Premises is necessary in connection with delivery or installation the Contractor and the Contractor's sub-contractors or suppliers shall at all times comply with the reasonable requirements of the Client's Head of Security.

SG2.4 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall enable the Client (at the Client's option) to release the Client from any obligation to accept and pay for the Goods and/or cancel all or part of the Contract therefor, in either case without prejudice to other rights and remedies.

SG3 Property and Risk

Property and risk in the Goods shall without prejudice to any other rights or remedies of the Client (including the Client's rights and remedies under Condition SG5 hereof) pass to the Crown at the time of acceptance of delivery.

SG4 Damage in Transit

On dispatch of any consignment of the Goods the Contractor shall send to the Client at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. The Contractor shall free of charge and as quickly as possible either repair or replace (as the Client shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Client provided that:

(a) in the case of damage to such Goods in transit the Client shall within thirty [30] days of delivery give notice to the Contractor that the Goods have been damaged, or

(b) in the case of non-delivery the Client shall (provided that the Client has been advised of the dispatch of the Goods) within ten [10] days of the notified date of delivery give notice to the Contractor that the Goods have not been delivered

SG5 Inspection, Rejection and Guarantee

SG5.1 The Contractor shall permit the Client or authorised representatives to make any inspections or tests which may reasonably be required and the Contractor shall afford all reasonable facilities and assistance free of charge at the Contractor's Premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Client of any rights or remedies in respect of the Goods and, in particular, the Client retains the right to reject the Goods.

SG5.2 The Client may by written notice to the Contractor reject any of the Goods which fail to conform to the approved sample or fail to meet the requirements specified herein. Such notice shall be given within a reasonable time after delivery to the Client of the Goods concerned. If the Client shall reject any of the Goods pursuant to this Condition the Client shall be entitled (without prejudice to other rights and remedies) either:

(a) to have the Goods concerned as quickly as possible either repaired by the Contractor or (as the Client shall elect) replaced by the Contractor with Goods which conform in all respects with the approved sample or with the requirements specified herein; or

(b) to obtain a refund from the Contractor in respect of the Goods concerned.

SG5.3 The guarantee period applicable to the Goods shall be twelve [12] months from putting into service or eighteen [18] months from delivery, whichever shall be the shorter. If the Client shall within such guarantee period or within thirty [30] days thereafter give notice in writing to the Contractor of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Contractor shall (without prejudice to any other rights and remedies which the Client may have) as quickly as possible remedy such defects (whether by repair or replacement as the Client shall elect) without cost to the Client.

SG5.4 Any Goods rejected or returned by the Client as described in Clauses SG5.2 or SG5.3 shall be returned to the Contractor at the Contractor's risk and expense.

SG6 Labeling and Packaging

SG6.1 The Goods shall be packed and marked in a proper manner and in accordance with the Client's instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the contract number, (or other reference number if appropriate) the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous Goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Contractor shall indemnify the Client and the Crown against all such actions, suits, claims, demands, losses, charges, costs and expenses which the Client or the Crown may suffer or incur as a result of or in connection with any breach of this Condition.

SG6.2 All packaging materials will be considered non-returnable and will be destroyed unless the Contractor's advice note states that such materials will be charged for unless returned. The Client accepts no liability in respect of the non-arrival at the Contractor's premises of empty packages returned by the Client unless the Contractor shall within ten [10] days of receiving notice from the Client that the packages have been dispatched notify the Client of such non-arrival.

SG6.3 The Contractor should give, without additional cost to the Client, a preference for the use of recycled materials in the manufacture of crates, pallets, boxes, cartons, cushioning and other forms of packaging, where these fulfill other packaging specifications. Packaging must be capable of recovery for re-use or recycling. The Contractor should revise packaging specifications periodically to ensure that no unnecessary limitations on the use of recycled materials exist.

SG7 Variation of Requirement

SG7.1 The Contractor shall not alter any of the Goods except as directed by the Client, but the Client shall have the right from time to time during the execution of the Contract, by written notice to direct the Contractor to add to or omit, or otherwise vary, the Goods, and the Contractor shall carry out such variations and be bound by the same Conditions so far as is applicable, as though the said variations were stated in the Contract.

SG7.2 In the event of any variation of the contractual requirement in accordance with Clause SG7.1 above which would occasion an amendment to the Contract Price, the Contractor shall, within seven [7] days of receipt of such notification of variation, advise the Client in writing of the amount of any such amendment. Any such amendment shall be ascertained and determined at the same level of pricing as that contained in the Contractor's tender.

SG7.3 If, in the opinion of the Contractor, any such variation in accordance with Clause SG7.1 above is likely to prevent the Contractor from fulfilling any of their obligations under the Contract, the Contractor shall notify the Client immediately, whereupon the Client shall inform the Contractor within fourteen [14] days whether or not the said variations shall be carried out. Until the Client confirms such instructions in writing they shall be deemed not to have been given.

SG8 Training

Where appropriate, the Contract Price shall include the cost of instruction of the Client's personnel in the use of the Goods, such instructions shall be in accordance with the requirements of the Contract.

SG9 Manner of Carrying out the Installation Work

SG9.1 The Contractor shall make no delivery of materials, plant or other things nor commence any work on the Client's Premises without obtaining the Client's prior consent.

SG9.2 Access to the Client's Premises shall not be exclusive to the Contractor but only such as shall enable the performance of the Contract concurrently with the execution of work by others. The Contractor shall co-operate with such others as the Client may reasonably require.

SG9.3 The Client shall have the power at any time during the progress of the Contract to order in writing:

(a) the removal from the Client's Premises of any materials which in the opinion of the Client are either hazardous, noxious or not in accordance with the Contract, and/or;

(b) the substitution of proper and suitable materials, and/or:

(c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work or Goods which, in respect of material or workmanship, is not in the opinion of the Client in accordance with the Contract.

SG9.4 On completion of the Contract the Contractor shall remove the Contractor's plant, equipment and unused materials and shall clear away from the Client's Premises all rubbish arising out of the Contract and leave the Client's Premises in a neat and tidy condition.

Specific Terms and Conditions of Contract for Services

These Terms and Conditions are specific to Contracts for Services and should follow the General Terms and Conditions of Contract where a Contract is to be let for the provision of Services or Goods and Services.


Contents

SS1 Contractor's Status (Principal)
SS2 Manner of carrying out the Services
SS3 Standard of Work
SS4 Remedies in the event of inadequate performance
SS5 Variation of the Service
SS6 Contractor's Personnel
SS7 Purchases on behalf of the Client
SS8 Access to Client's Premises
SS9 Licence to occupy Client's Premises
SS10 Offers of Employment
SS11 Conflict of Interest
SS12 Programme of Work and co-ordination
SS13 Security of Confidential Information
SS14 Professional Indemnity
SS15 TUPE

SS1 Contractor's Status (Principal)

In carrying out the Services the Contractor shall be acting as principal and not as the agent of the Client.

Accordingly:

SS1.1 The Contractor shall not (and shall procure that the Contractor's employees, agents, suppliers and servants do not) say or do anything that might lead any other person to believe that the Contractor is acting as the agent of the Client, and;

SS1.2 Nothing in this Contract shall impose any liability on the Client in respect of any liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability of the Client to the Contractor that may arise by virtue of either a breach of the Contract or by negligence on the part of the Client, the Client's employees, servants or agents

SS2 Manner of Carrying Out the Services

SS2.1 The Contractor shall make no delivery of materials, plant, equipment etc nor commence any work on the Client's Premises without obtaining the Client's prior consent.

SS2.2 All equipment brought onto the Client's Premises shall be at the Contractor's own risk. The Contractor shall provide for the haulage or carriage thereof to premises and the removal of equipment when no longer required.

SS2.3 Access to the Client's Premises shall not be exclusive to the Contractor but only such as shall enable the performance of the Services concurrently with the execution of work by others. The Contractor shall co-operate with such others as the Client may reasonably require.

SS2.4 The Client shall have the power at any time during the progress of the Services to order in writing:

(a) the removal from the Client's Premises of any materials, plant, equipment etc which in the opinion of the Client are either hazardous, noxious or not in accordance with the Contract, and/or;

(b) the substitution of proper and suitable materials, plant, equipment etc and/or:

(c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work which, in respect of material or workmanship, is not in the opinion of the Client in accordance with the Contract.

SS2.5 On completion of the Services the Contractor shall remove the Contractor's plant, equipment and unused materials and shall clear away from the Client's Premises all rubbish arising out of the Services and leave the Client's Premises in a neat and tidy condition.

SS3 Standard of Work

SS3.1 To the extent that the standard of work has not been specified in the Contract the Contractor shall use the best applicable techniques and standards and execute the Contract with all reasonable care, skill and diligence.

SS3.2 The Contractor warrants and represents that all staff assigned to the performance of the Service shall possess and exercise such skill and experience as being necessary for the proper performance of the Service.

SS4 Remedies in the event of inadequate performance

SS4.1 Where a complaint is received about the standard of Service or about the way any Services have been delivered or work has been performed or about the materials or procedures used or about any other matter connected with the performance of this Contract, then the Contract Manager shall take all reasonable steps to ascertain whether the complaint is valid. If they so decide, they may uphold the complaint, or take further action in accordance with the provisions of Section F of this Contract.

SS4.2 In the event that the Client is of the opinion that there has been a fundamental breach of this Contract by the Contractor, or the Contractor's performance of its duties under the contract has failed to meet the requirements, then the Client may do any of the following:

(a) make such deduction from the payment to be made to the Contractor as the Client shall reasonably determine to reflect sums paid or sums which would otherwise be payable in respect of such of the Services as the Contractor shall have failed to provide.

(b) without determining the Contract, itself provide or procure the provisions of part of the Services until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Client that the Contractor will once more be able to perform such part of the Services to the Contract Standard.

(c) without determining the whole of the Contract, determine the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself provide or procure a third party to provide such part of the Services; and

(d) determine, in accordance with Section F, the whole of the Contract.

SS4.3 The Client may charge to the Contractor any cost reasonably incurred by the Client and any reasonable administration costs in respect of the provision of any part of the Services by the Client or by a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Contractor for such part of the Services.

SS4.4 In the event that the Client enforces any of the rights under Section F, the Contractor shall forthwith deliver up to the Client all and any relevant materials and equipment and access to keys, and any other property relating to the Services or part of the Services.

SS4.5 If the Contractor fails to perform any of the Services to the Contract Standard and such failure is capable of remedy, then the Client shall instruct the Contractor to perform the work and the Contractor shall at its own cost and expense remedy such failure (and any damage resulting from such failure).

SS4.6 The remedies of the Client under this Condition may be exercised successively in respect of any one or more failures by the Contractor.

SS5 Variation of the Services

SS5.1 The Client reserves the right on giving reasonable written notice from time to time to require changes to the Services (whether by way of the omission of Services, the addition of new Services, or increasing or decreasing the Services or the locations where they are to be provided or otherwise) for any reasons. Such a change is hereinafter called "a variation".

SS5.2 In the event of a variation the price to be paid under the Contract may also be varied. Such variation in the price shall be calculated by the Client and agreed with the Contractor and shall be such amount as properly and fairly reflects the nature and extent of the variation in all the prevailing circumstances. Failing agreement the matter shall be determined by negotiation or mediation in accordance with the provision of Condition G2.

SS5.3 The Contractor shall provide such information as may be reasonably required to enable such varied price to be calculated.

SS6 Contractor's Personnel

SS6.1 If the Client gives the Contractor notice that any person is not to become involved in or is to be removed from involvement in the performance of the Contract, the Contractor shall take all reasonable steps to comply with such notice and if required by the Client the Contractor shall replace any person removed under this Condition with another suitably qualified person and procure that any pass issued to the person removed is surrendered.

SS6.2 If and when instructed by the Client, the Contractor shall give to the Client a list of names and addresses of all persons who are or who may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the Client may reasonably require.

SS6.3 The decision of the Client as to whether any person is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Contractor has furnished the information or taken the steps required by this Condition shall be final and conclusive.
SS6.4 The Contractor shall bear the cost of any notice, instruction or decision of the Client under this Condition.

SS7 Purchasing on behalf of the Client

In the event that the Contractor procures Goods or Services including equipment from third parties on behalf of the Client then they shall at all times do so in accordance with the provisions of the Public Supply Contracts Regulations 1995 S.I. 201 and the Public Services Contracts Regulations 1993 S.I. 3228 as though the Contractor were a Contracting Authority within the meaning of the said Regulations.

SS8 Access to Client's Premises

SS8.1 The Contractor shall take the steps reasonably required by the Client to prevent unauthorized persons from being admitted to the Client's Premises. The Contract Manager shall afford to the authorised personnel of the Contractor at all reasonable times and with prior agreement such access to the Client's Premises as may be necessary for the performance of the Contract provided always that the Contract Manager shall have the right to refuse admittance to or order the removal from the Premises any person employed by or acting on behalf of the Contractor or any sub-contractor who in the opinion of the Contract Manager (which shall be final) is not a fit and proper person to be on the Client's Premises. Action taken under this Condition shall be confirmed in writing to the Contractor by the Contract Manager and shall not relieve the Contractor of their obligations under the Contract. At all times personnel of the Contractor shall obey the Contract Manager's directions relating to safety.

SS8.2 Where staff are required to have a pass for admission to the Client's Premises, the Client's representative shall, subject to satisfactory completion of approval procedures, arrange for passes to be issued.

SS9 Licence to Occupy Premises

SS9.1 Any land or premises (including temporary buildings) made available to the Contractor by the Client in connection with the Contract, shall be made available to the Contractor free of charge and shall be used by the Contractor solely for the purpose of performing the Contract. The Contractor shall have the use of such land or premises as licensee and shall vacate the same on completion, termination or abandonment of the Contract.

SS9.2 The Contractor and Contractor's employees, servants, agents, suppliers or sub-contractors shall observe and comply with rules and regulations as may be in force at any time for the use of such premises determined by the Client, and pay for the cost of making good any damage caused by the Contractor, his employees, servants, agents, suppliers or sub-contractors other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein.

SS9.3 The Parties agree that there is no intention on the part of the Client to create a tenancy of whatsoever nature in favour of the Contractor or its employees, servants, agents, suppliers or sub-contractors and that no such tenancy has or shall come into being and the Client retains the right at any time to use any premises owned or occupied by the Client.

SS10 Offers of Employment

For the duration of the Contract and for a period of 12 months thereafter the Contractor shall not employ or offer employment to any of the Client's staff who have been associated with the work without the Client's prior agreement in writing.

SS11 Conflicts of Interest

SS11.1 The Contractor shall take appropriate steps to ensure that neither the Contractor nor any employee, servant, agent, supplier or sub-contractor is placed in a position where there is or may be an actual conflict, or a potential conflict between the pecuniary or personal interests of such persons and the duties owed to the Client under the provisions of the Contract. The Contractor will disclose to the Client full particulars of any such conflict of interest which may arise.

SS11.2 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after termination.

SS12 Programme of Work and co-ordination

SS12.1 If the Programme of Work has not been previously agreed the Contractor shall within seven [7] days of entering into the Contract submit to the Contract Manager for approval a detailed programme showing the number of days or weeks required for each separate stage to ensure that the Implementation Date is achieved.

SS12.2 On receipt of the detailed programme the Contract Manager shall:-

(a) signify his/her approval in which event it shall form the Programme of Work

or

(b) reject the programme stating his/her reasons for so doing and require that the programme be amended and resubmitted by the Contractor.

Approval, rejection and resubmission of the detailed programme (or amended programme) shall be effected without undue delay and in the event of rejection of the programme this shall be no later than seven [7] days from the date of receipt of the programme by the Contract Manager and the Contractor shall within a period of fourteen [14] days from the date of such rejection resubmit a further amended programme to the Contract Manager.

SS12.3 The Contractor shall co-ordinate his activities in the provision of the Services with those of personnel and other contractors engaged by the Client.

SS13 Security of Confidential Information

SS13.1 In order to ensure that no unauthorised person gains access to any confidential information or any data obtained in the performance of the Contract, the Contractor undertakes to maintain the security systems approved by the Client.

SS13.2 The Contractor will immediately notify the Client of any breach of security in relation to confidential information and all data obtained in the performance of the Contract and will keep a record of such breaches. The Contractor will use its best endeavours to recover such confidential information or data however it may be recorded. This obligation is in addition to the Contractor's obligations under Clause B5.4. The Contractor will co-operate with the Client in any investigation that the Client considers necessary to undertake as a result of any breach of security in relation to confidential information or data.

SS13.3 The Client may require the Contractor to alter any security systems at any time during the Contract Period.

SS14 Professional Indemnity

The Contractor shall hold and maintain Professional Indemnity insurance cover and shall ensure that all professional consultants involved in the provision of the Services hold and maintain appropriate cover. Such insurance to be held by the Contractor or by any agent, sub-contractor or sub-consultant involved in the provision of Services may be limited in respect of any one claim (but shall not be limited in any other respect). PROVIDED THAT any such limit shall in any event be one million pounds [£1,000,000]. Such insurance shall be maintained for a minimum of six [6] years following expiration or earlier termination of this Contract.

SS15 TUPE

SS15.1 The Parties recognise that the Transfer of Undertakings (Protection of Employment) Regulations 1981(TUPE) apply in respect of the award of the Contract, and that for the purposes of those Regulations, the undertaking concerned (or any relevant part of the undertaking) shall transfer to the Contractor on the commencement of the Contract

SS15.2 During the period of three [3] months preceding the expiry of the Contract or after the Client has given notice to terminate the Contract or the Contractor stops trading, and within twenty [20] working days of being so requested by the Client, the Contractor shall fully and accurately disclose to the Client for the purposes of TUPE all information relating to its employees engaged in providing Services under the Contract in particular, but not necessarily restricted to, the following:

(a) the total number of personnel whose employment with the Contractor is liable to be terminated at the expiry of this Contract but for any operation of law; and

(b) for each person, age and gender, details of their salary, and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of staff do not have to be given); and

(c) information about the other terms and conditions on which the affected staff are employed, or about where that information can be found; and

(d) details of pensions entitlements, if any.

SS15.3 The Contractor shall permit the Client to use the information for the purposes of TUPE and of re-tendering. The Contractor will co-operate with the re-tendering of the contract by allowing the transferee to communicate with and meet the affected employees and/or their representatives.

SS15.4 The Contractor agrees to indemnify the Client fully and to hold it harmless at all times from and against all actions, proceedings, claims, expenses, awards, costs and all other liabilities whatsoever in any way connected with or arising from or relating to the provision of information under Clause SS15.2.

SS15.5 In the event that the information provided by the Contractor in accordance with Clause SS15.2 above becomes inaccurate, whether due to changes to the employment and personnel details of the affected employees made subsequent to the original provision of such information or by reason of the Contractor becoming aware that the information originally given was inaccurate, the Contractor shall notify the Client of the inaccuracies and provide the amended information.

SS15.6 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its termination.

Specific Terms and Conditions of Contract for Consultancy Services (Other than Works Consultants)

These Terms and Conditions are specific to Contracts for Consultancy and should follow the General Terms and Conditions of Contract where a Contract is to be let for the provision of Consultancy Services.

Contents

SC1 Consultant’s Status

For the avoidance of doubt it is declared that the Consultant in carrying out the work acts as an Independent Consultant and is not the Client’s servant or agent.

SC2 Manner of Carrying Out the Services

SC2.1 The Consultant shall make no delivery of materials, plant, equipment or other things nor commence any work on the Client’s Premises without obtaining the Client's prior consent.

SC2.2 All equipment brought onto the Client's Premises shall be at the Consultant’s own risk. The Consultant shall provide for the haulage or carriage thereof to Premises and the removal of equipment when no longer required.

SC2.3 Access to the Client’s Premises shall not be exclusive to the Consultant but only such as shall enable the performance of the Services concurrently with the execution of work by others. The Consultant shall co-operate with such others as the Client may reasonably require.

SC2.4 The Client shall have the power at any time during the progress of the Services to order in writing:

(a) the removal from the Client’s Premises of any materials, plant, equipment or other things which in the opinion of the Client are either hazardous, noxious or not in accordance with the Contract, and/or;

(b) the substitution of proper and suitable materials, plant, equipment or other things and/or:

(c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work which, in respect of material or workmanship, is not in the opinion of the Client in accordance with the Contract.

SC2.5 On completion of the Services the Consultant shall remove the Consultant's plant, equipment and unused materials and shall clear away from the Client’s Premises all rubbish arising out of the Services and leave the Client’s Premises in a neat and tidy condition.

SC3 Standard of Work

SC3.1 To the extent that the standard of work has not been specified in the Contract, the Consultant shall use the best applicable techniques and standards and execute the Contract with all reasonable care, skill and diligence.

SC3.2 The Consultant warrants and represents that all staff assigned to the performance of the Contract shall possess and exercise such skill and experience as being necessary for the proper performance of the Contract.

SC4 Remedies in the Event of Inadequate Performance

SC4.1 Where a complaint is received about the standard of Service or about the way any Services have been delivered or work has been performed or about the materials or procedures used or about any other matter connected with the performance of this Contract, then the Contract Manager shall take all reasonable steps to ascertain whether the complaint is valid. If they so decide, they may uphold the complaint, or take further action in accordance with the provisions of Section F of this Contract.

SC4.2 In the event that the Client is of the opinion that there has been a breach of this Contract by the Consultant, or the Consultant’s performance of its duties under the contract has failed to meet the requirements, then the Client may do any of the following:

(a) make such deduction from the payment to be made to the Consultant as the Client shall reasonably determine to reflect sums paid or sums which would otherwise be payable in respect of such of the Services as the Consultant shall have either failed to provide or have provided inadequately.

(b) without determining the Contract, itself provide or procure the provisions of part of the Services until such time as the Consultant shall have demonstrated to the reasonable satisfaction of the Client that the Consultant will once more be able to perform such part of the Services to the Contract Standard.

(c) without determining the whole of the Contract, determine the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself provide or procure a third party to provide such part of the Services; and

(d) determine, in accordance with Condition F2, the whole of the Contract.

SC4.3 The Client may charge to the Consultant any cost reasonably incurred by the Client and any reasonable administration costs in respect of the provision of any part of the Services by the Client or by a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Consultant for such part of the Services.

SC4.4 In the event that the Client enforces any of the rights under Section F, the Consultant shall forthwith deliver up to the Client all and any relevant materials and equipment and access to keys, and any other property relating to the Services or part of the Services.

SC4.5 If the Consultant fails to perform any of the Services to the Contract Standard and such failure is capable of remedy, then the Client shall instruct the Consultant to perform the work and the Consultant shall at its own cost and expense remedy such failure (and any damage resulting from such failure).

SC4.6 The remedies of the Client under this Condition may be exercised successively in respect of any one or more failures by the Consultant.

SC5 Variation of the Service

SC5.1 The Client reserves the right on giving reasonable written notice from time to time to require changes to the Services (whether by way of the omission of Services, the addition of new Services, or increasing or decreasing the Services or the locations where they are to be provided or otherwise) for any reasons. Such a change is hereinafter called “a variation”.

SC5.2 In the event of a variation the price to be paid under the Contract may also be varied. Such variation in the price shall be calculated by the Client and agreed with the Consultant and shall be such amount as properly and fairly reflects the nature and extent of the variation in all the prevailing circumstances. Failing agreement the matter shall be determined by negotiation or mediation in accordance with the provision of Condition G.2.

SC5.3 The Consultant shall provide such information as may be reasonably required to enable such varied price to be calculated.

SC6 Final Payment

A final invoice shall be submitted to the Client within six [6] weeks of the satisfactory completion of the Project (or of termination of the Contract if that is earlier). The Client will then confirm in writing that they are satisfied that the Consultants have properly discharged their responsibilities under the Contract (if such be the case) and approve final payment.

SC7 Consultant’s Personnel

SC7.1 The Consultant shall make available for the purposes of the Project any individuals named in the Contract. The Consultant shall provide the Client with a list of the names and addresses of all others regarded by the Consultant as key personnel and, if and when instructed by the Client, all other persons who may be at any time concerned with the Project or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Client may reasonably require. The Client may at any time by notice to the Consultant designate any person concerned with the Project or any part of it as a key person. The Consultant shall not without the prior written approval of the Client make any changes in the key personnel referred to in this Clause.

SC7.2 The Consultant shall take the steps reasonably required by the Client to prevent unauthorised persons being admitted to the Client’s Premises. If the Client gives the Consultant notice that any person is not to be admitted to or is to be removed from the Client’s Premises or is not to become involved in or is to be removed from involvement in the Contract, the Consultant shall take all reasonable steps to comply with such notice.

SC7.3 The decision of the Client as to whether any person is to be admitted to or is to be removed from the Client’s Premises or is not to become involved in or is to be removed from involvement in the Project shall be final and conclusive.

SC7.4 The Consultant, its sub-contractor(s), agents, servants, suppliers or employees, engaged on Client’s premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the Conduct of Personnel when on those premises.

SC8 Replacement of Personnel

SC8.1 Where the Consultant provides that the Project shall be undertaken by named personnel, the Consultant shall undertake a