Standard terms and conditions of contract for the purchase of services

A1. Definitions

The terms and expressions used in these standard terms and conditions shall have the meanings set out below:

Authorised officer

The person duly appointed by the Council and notified in writing to the Contractor to act as the representative of the Council for the purpose of the Contract in the contract particulars or as amended from time to time and in default of such notification the Council's head of procurement or similar responsible officer.

Assigned employees

In respect of Clause G4 an individual employed by the Consultant wholly or mainly in the performance of the services.

Business day

Any day other than a Saturday or Sunday or a public or bank holiday in England.

Change in law

The coming into effect or repeal (without re-enactment or consolidation) in England of any law, or any amendment or variation to any law, or any judgment of a relevant court of law which changes binding precedent in England in each case after the date of this Contract.

Commencement date

The commencement date stated in the contract particulars.

Confidential information

Any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the services, the business, affairs, properties, assets, trading practices, developments, trade secrets, intellectual property rights, know-how, personnel, customers and suppliers of either party, all personal data and sensitive personal data (within the meaning of the Data Processing Agreement (DPA)).

Contract

The agreement in respect of the provision of the services consisting of the following listed documents which shall be read as one document. In the event of ambiguity, conflict or contradictions between these documents the conflict will be resolved according to the following order of priority:

1. the contract particulars
2. the special terms and conditions
3. the standard terms and conditions
4. specification
5. pricing schedule
6. invitation to tender
7. the tender (howsoever termed) except to the extent that any element of the tender has been included in the contract particulars

In the event that any of the documents referred to in point one to seven are omitted, the documents that are included in the Contract will be resolved according to the priority listed under this definition.

Contractor

The Contractor and where applicable this shall include the contractor's employees, sub-contractors, agents, servants representatives, and permitted assigns and, if the contractor is a consortium or consortium leader, the consortium members.

Contract Manager

The document detailing the specific core terms agreed between the parties with regard to the services which shall include but not be limited to the pricing schedule, delivery instructions, commencement date, authorised officer, Contract Manager, key personnel, contract period, and the specification and relevant contract specific details of the tender included in the document.

Contract period

The period of the contract as stated in the contract particulars (and any extension in accordance with clause B1).

Control

Control as defined by section 416 of the Income and Corporation Taxes Act 1988.

Council

The Council named in the contract particulars and where the context so admits includes any person which takes over or assumes the statutory functions or administrative responsibilities of the Council (whether in part or totally) or which is controlled by or is under common control with the Council (and the expression "control" shall mean the power to direct or cause the direction of the general management and policies of the person in question but only for so long as such control exists).

Data Protection Legislation

Means (i) the Data Protection Act 2018 ('DPA 2018'), (ii) the UK General Data Protection Regulation ('UK GDPR') (iii) the Regulation of Investigatory Powers Act 2000, (iv) the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (vi) all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

Declaration

A declaration made pursuant to Clause G5 (IR35 (Intermediaries' Legalisation) and HMRC Employment Status).

Delivery instructions

Instructions provided in the contract particulars and any other information that the Council considers appropriate to the provision of the services.

DPA 2018

The Data Protection Act 2018.

Employee

In respect of Clause G4 (TUPE and Re-tendering), an individual employed by the Contractor wholly or mainly in the performance of the services.

Employment status check

Means the form published by HMRC (as amended from time to time) that is used to establish whether a worker falls inside or outside IR35 or HMRC Deemed Employment Status.

EIR 2004

The Environmental Information Regulations 2004.

FOIA 2000

The Freedom of Information Act 2000.

Force majeure

Any cause materially affecting the performance by a party of its obligations under this Contract arising from any act beyond its reasonable control and affecting either party, including without limitation: acts of God, war, industrial disputes (subject to clause H6.3), protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies.

GDPR

The General Data Protection Regulation (Regulation (EU) 2016/679)

Good industry practice

The exercise of such degree of skill, diligence, care and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor engaged in the supply of services similar to the services under the same or similar circumstances as those applicable to the Contract.

HMRC deemed employment status

Shall mean circumstances where HMRC would deem there to be an employment relationship for tax purposes only.

HRA 1998

The Human Rights Act 1998.

Intellectual property rights

Patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.

Intermediary

An artificial or natural person (including, but not limited to, a company, an umbrella company, a partnership, a sole trader) as defined in Chapter 8 of Part 2 of The Income Tax (Earnings and Pensions) Act 2003 in relation to income tax; and The Social Security Contributions (Intermediaries) Regulations 2000 in relation to employee national insurance contributions as amended, consolidated and re-enacted from time to time.

IR35 (off-payroll working rules)

Applies where a worker:

• personally provides services to a client through an intermediary
• is deemed to be an employee of the client under a hypothetical contract with the end client, ignoring the intermediary
• is an office holder of the client

IR35 Intermediaries Legislation

Shall mean the application of Chapter 8 of Part 2 of The Income Tax (Earnings and Pensions) Act 2003 and The Social Security Contributions (Intermediaries) Regulations 2000 as amended, consolidated and re-enacted from time to time.

Invitation to tender

The Council's document inviting tenders for the Contract.

Key personnel

Those persons named in the contract particulars as being key personnel and any replacement from time to time under clause B6.1.5.

Law

Any applicable Act of Parliament, sub-ordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, exercise of the Royal Prerogative, bye-law, regulatory policy, guidance or industry code, judgement of a relevant court of law or requirements of any regulatory body of which the Contractor is bound to comply.

Liabilities

All costs, actions, demands, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional fees and expenses) whenever arising or brought.

Office holder

A person who has been appointed to a position but doesn't have a contract or receive regular payment. The role sits independently from the person who holds it. This includes but is not limited to:

• statutory appointments
• appointments under the internal constitution of an organisation
• appointments under a trust deed

Order

An order for services to be provided where the Contract is identified in the contract particulars to be delivered by call off.

PA 2023

The Procurement Act 2023

PR 2024

The Procurement Regulations 2024 (SI 2024/692)

Price

The price of the services as set out in the contract particulars (and, where applicable, the pricing schedule). Unless otherwise stated, any reference to price shall be regarded as being exclusive of properly chargeable VAT which shall be separately accounted for.

Pricing schedule

The document setting out the price as detailed in the contract particulars specifying the frequency of payment and any additional elements of the price.

Relevant payroll system

The payroll system and any change in payroll system that the Council is using at any time throughout the contract period.

Replacement Contractor

Any company, organisation or person who replaces the Contractor following termination or expiry of all or part of this Contract.

Self-employed worker

An individual whether incorporated or otherwise who does not fall within IR35 or HRMC deemed employment status.

Services

The services described in the specification to be supplied by the Contractor in accordance with the Contract together with all equipment required and any associated goods provided by the Contractor in relation to those services.

Special terms and conditions

The additional terms and conditions attached which were set out in the Invitation to tender.

Specification

The document, which is referenced in the contract particulars, setting out the Council's detailed requirements in relation to provision of the services.

Standard terms and conditions

The terms and conditions set out in this document.

Sub-contract

A contract between two or more contractors or suppliers, at any stage of remoteness from the Council in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract.

Tender

The Contractor's document (howsoever described) detailing the Contractor's proposal for delivery of the services in response to the Council's Invitation to Tender and references to 'Proposal', 'Brief' and such like shall be construed to mean the 'Tender'.

The ITEPA 2003

The Income Tax (Earnings and Pensions) Act 2003.

The regulations

The Social Security Contributions (Intermediaries) Regulations 2000.

TUPE

The Transfer of Undertakings (Protection of Employment) Regulations 2006.

UK GDPR

Means to the retained EU law version of the EU Data Protection Directive 95/46/EC (GDPR) applicable in the law of England, Wales and Northern Ireland by virtue of Section 3 of the European Union (Withdrawal) Act 2018.

A1.1 Any reference to a person shall include any natural person, partnership, joint venture, body corporate, incorporated association, government, governmental agency, persons having a joint or common interest, or any other legal or commercial entity or undertakings.

A1.2 A reference to any statute, order, regulation or similar instrument shall be construed as a reference to the statute, order, regulation or instrument as amended by any subsequent statute, order, regulation or instrument or as contained in any subsequent re-enactment.

A2. Headings

A2.1 The index and headings to the clauses and appendices to, and schedules of, this Contract are for convenience only and will not affect its construction or interpretation.

A3. Notices

A3.1 Any notice required by this Contract to be given by either party to the other shall be in writing and shall be served personally, by sending it by registered post or recorded delivery to the appropriate address, or email address notified to each other as set out in the contract particulars.

A3.2 Any notice served personally will be deemed to have been served on the day of delivery; any notice sent by post will be deemed to have been served 48 hours after it was posted; any notice sent by email before 5pm will be deemed to have been served on the day of despatch and otherwise on the following day save where the deemed date of service falls on a day other than a business day in which case the date of service will be the following business day.

A4. Entire agreement

A4.1 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 clause A4 shall not exclude liability in respect of any fraudulent misrepresentation.

B1. Contract period

B1.1 The Contract shall commence on the commencement date and subject to clause B1.2 shall continue for the contract period.

B1.2 If the contract period includes an option to extend and the Council intends to take up the option, the Contractor shall be notified in writing within the period stated in the contract particulars prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial contract period.

B2. Performance

B2.1 The services shall be provided in accordance with any delivery instructions. If no time for delivery is stated in the delivery instructions the services shall be delivered between 9am and 5pm on a business day.

B2.2 The time of the delivery of the services is of essence to the Contract.

B2.3 The Council will have the right to observe the Contractor's performance of the services if the services are not being performed on the Council's premises.

B2.4 If the Contractor at any time becomes aware of any act or omission, or proposed act or omission by the Council which prevents or hinders, or may prevent or hinder the Contractor from performing the services in accordance with the Contract, the Contractor shall inform the Council and the Council may, at its absolute discretion, extend the period of the Contract accordingly.

B2.5 If the Contractor at any time becomes aware of any material matter that could affect the performance of the services in accordance with the Contract, the Contractor shall inform the Council immediately.

B2.6 If the Contractor has a change in Control, the Contractor shall inform the Council as soon as reasonably practicable.

B2.7 The Council retains the Contractor for the performance of the services on a non exclusive basis.

B3. Contract Manager

B3.1 The Contractor shall employ a competent and authorised Contract Manager empowered to act on behalf of the Contractor for all purposes connected with the Contract.

B3.2 The Contractor shall forthwith give notice in writing to the Council of any change in the identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Council before changing its Contract Manager.

B4. Ordering process

B4.1 Where this Contract is identified as requiring orders in the contract particulars the Contractor shall accept orders made in writing by the Council under the provisions of this clause.

B4.2 Except where specified orders are required to call off the services the Council gives no guarantees whatsoever as to when any order will be placed during the contract period or under the Contract.

B4.3 The orders shall state the type of or part of the services required including the Council's requirements with regard to timescale for delivery of those services.

B5. Risk in and title to goods

B5.1 Risk in any goods provided as part of the services shall pass to the Council upon delivery without prejudice to any rights of rejection which may accrue to the Council under the Contract or otherwise.

B5.2 Title in any goods provided as part of the services shall pass to the Council upon delivery or earlier payment.

B6. Warranty

B6.1 The Contractor warrants to the Council that the services will be provided:

B6.1.1 in a proper, skilful and workmanlike manner

B6.1.2 by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with good industry practice

B6.1.3 in accordance with the Contract and any descriptions provided by the Contractor

B6.1.4 to the reasonable satisfaction of the authorised officer

B6.1.5 by Key personnel (if any) who shall not be released from providing the services permanently without the agreement of the Council, except by reason of sickness, maternity leave, paternity leave, termination of employment or because they have been requested to do so by the Council, or the element of the services in respect of which the individual was engaged has been completed to the Council's satisfaction or other extenuating circumstances explained to the Council. Any replacements for the key personnel shall be subject to the agreement of the Council and such replacements shall be of at least equal status or of equivalent experience and skills to the key personnel being replaced and be suitable for the responsibilities of that person in relation to the services. The cost of effecting such replacement shall be borne by the Contractor

B6.1.6 in a way that the Contractor takes every reasonable precaution to safeguard the Council's property entrusted to the care of the Contractor

B6.2 The Contractor warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the services they will:

B6.2.1 be free from defects in design, material and workmanship

B6.2.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health

B6.3 Without prejudice to the Council's rights to terminate under clause D1 (Termination), if any of the services supplied are not in accordance with the Contract, the Council shall be entitled to:

B6.3.1 require the Contractor to provide replacement services in accordance with the Contract as soon as reasonably practicable and in any event within 14 days of a request to do so

B6.3.2 subject to clause E2 (Indemnity and Liability) require repayment of the proportion of the price which has been paid in respect of such services together with payment of any additional expenditure over and above the price reasonably incurred by the Council in obtaining replacement services

B7. Contractor's staff

B7.1 The Council reserves the right under the Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Council:

B7.1.1 any member of the Contractor's staff

B7.1.2 any person employed or engaged by a sub-contractor, agent or servant of the Contractor whose admission or continued presence would be, in the reasonable opinion of the Council, undesirable or otherwise likely to damage to reputation of the Council

B7.2 When directed by the Council, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Council, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Council may reasonably desire.

B7.3 The Contractor's staff (and, where applicable, sub-contractors, agents and servants) engaged within the boundaries of any of the Council'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 at that establishment and when outside that establishment.

B7.4 The decision of the Council as to whether any person is to be refused access to any premises occupied by or on behalf of the Council shall be final and conclusive.

B7.5 The Contractor shall replace any of the Contractor's staff (and, where applicable, sub-contractors, agents and servants) who the Council reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Contractor's staff (and, where applicable, sub-contractors, agents and servants) for any reason, the Contractor shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the services.

B7.6 The Contractor shall bear the cost of or costs arising from any notice, instruction or decision of the Council under this clause.

C1. Price and payment

C1.1 The Council shall pay the price for the services to the Contractor.

C1.2 The Contractor shall submit a single VAT invoice to the Council no later than seven days after the end of each calendar month detailing the services provided during the calendar month and the amount payable.

C1.3 Where the Contractor submits an invoice to the Council in accordance with clause C1.2, the Council will consider and verify that invoice in a timely fashion.

C1.4 The Council shall pay the Contractor any sums due under such an invoice no later than a period of 30 days from the date on which the Council has determined that the invoice is valid and undisputed.

C1.5 Where the Council fails to comply with clause C1.3 and there is an undue delay in considering and verifying the invoice, the invoice shall be regarded as valid and undisputed for the purposes of paragraph C1.4 after a reasonable time has passed.

C1.6 The Council reserves the right to withhold payment of the relevant part of the price without payment of interest where the Contractor has either failed to provide the services at all or has provided the services inadequately and any invoice relating to such services will not be paid unless or until the services have been performed to the Council's satisfaction.

C1.7 Any overdue sums will bear interest from the due date until payment is made at 4% per annum over the Co-operative Bank P.L.C. base rate from time to time. The Contractor is not entitled to suspend provision of the services as a result of any overdue sums.

C1.8 The Council will be entitled but not obliged at any time or times without notice to the Contractor to set off any liability of the Council to the Contractor against any liability of the Contractor to the Council (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency) and may for such purpose convert or exchange any sums owing to the Contractor into any other currency or currencies in which the obligations of the Council are payable under this Contract. The Council's rights under this clause will be without prejudice to any other rights or remedies available to the Council under this Contract or otherwise.

C1.9 Further details of payment, if any, are set out in the pricing schedule and the special terms and conditions where applicable.

D1. Termination

D1.1 Subject to the provisions of clause H6 (force majeure) the Council may terminate the Contract with immediate effect by notice in writing to the Contractor on or at any time if:

D1.1.1 the Contractor becomes bankrupt, insolvent, makes any composition with its creditors, has a receiver appointed under the Mental Health Act 1983 or dies

D1.1.2 the Contractor is convicted of a criminal offence

D1.1.3 the Contractor ceases or threatens to cease to carry on its business

D1.1.4 the Contractor has a change in Control which the Council believes will have a substantial impact on the performance of the Contract

D1.1.5 there is a risk or a genuine belief that reputational damage to the Council will occur as a result of the Contract continuing

D1.1.6 the Contractor is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Council within 14 days, or such other reasonable period as may be specified by the Council after issue of a written notice specifying the breach and requesting it to be remedied

D1.1.7 there is a material or substantial breach by the Contractor of any of its obligations under this Contract which is incapable of remedy

D1.1.8 the Contractor commits persistent minor breaches of this Contract whether remedied or not

D1.1.9 where applicable in accordance with PA 2023:

(a) the Contract has been subject to a modification that is not a permitted modification in accordance with sections 74 PA 2023 such that a new procurement procedure would have been required

(b) the Contractor has, at the time of 'contract award', been in one of the situations referred to in Section 57(1) or 57(2) of the PA 2023 and should, therefore, have been excluded from the relevant procurement process as being an excluded or excludable supplier in accordance with the exclusion regime under the PA 2023

D1.1.10 the Council is of the view that the Contractor falls inside IR35 - HRMC Deemed Employment Status following an employment status check at any time during the contract period and the Contractor does not agree and objects to the deduction of PAYE tax and National Insurance deductions through the relevant payroll system

D1.2 The Council reserves the right to terminate the Contract in part in the case of termination under clauses D1.1.6, D1.1.7 and D1.1.8.

D1.3 Where this Contract is subject to orders as specified in the contract particulars the Council has the right to terminate any individual order or orders or the whole Contract under the provisions of this clause D1.

D1.4 The Council reserves the right to terminate the Contract at will, in whole or in part, at any time with or without notice except that it will give as much notice as possible in the circumstances.

D2. Consequences of termination

D2.1 If this Contract is terminated in whole or in part the Council shall:

D2.1.1 be liable to pay to the Contractor only such elements of the price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination, except for any PAYE Tax or National Insurance liability that the Council is obliged to pay in respect of the Contractor

D2.1.2 except for termination under clause D1.4, be entitled to deduct from any sum or sums which would have been due from the Council to the Contractor under this Contract or any other contract and to recover the same from the Contractor as a debt any sum in respect of any loss or damage to the Council resulting from or arising out of the termination of this Contract. Such loss or damage shall include the reasonable cost to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the services or any parts of them

D2.1.3 where termination arises under clause D1.4, pay to the Contractor any reasonable, direct and quantifiable costs reasonably incurred by the Contractor due to early termination subject to the maximum liability provision in clause E1.4

D2.1.4 in the event that any sum of money owed by the Contractor to the Council (the Contractor's debt) exceeds any sum of money owed by the Council to the Contractor (the Council's debt) under this Contract then the Council shall, at its sole discretion, be entitled to deduct the Contractor's debt from any future Council's debt or to recover the Contractor's debt as a civil debt

D2.2 Upon the termination of the Contract for any reason, subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

D3. Dispute resolution procedure

D3.1 If a dispute arises between the Council and the Contractor in connection with the Contract, the parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level.

D3.2 If a dispute is not resolved within 14 days of referral under clause D3.1 then either party may refer it to the Chief Executive or appropriate nominated officer of each party for resolution who shall meet for discussion within 14 days or longer period as the parties may agree.

D3.3 Provided that both parties consent, a dispute not resolved in accordance with clauses D3.1 and D3.2, shall next be referred at the request of either party to a mediator appointed by agreement between the parties within 14 days of one party requesting mediation with the costs of mediation determined by the mediator.

D3.4 Nothing in this clause shall preclude either party from applying at any time to the English courts for such interim or conservatory measures as may be considered appropriate.

D4. Survival

D4.1 The following clauses will survive termination or expiry of the Contract: Clause B5 (Risk in and Title to the Goods), Clause D2 (Consequences of Termination), Clause F1 (Intellectual Property), Clause F2 (Confidentiality and Publicity), Clause F3 (Data Protection), Clause F4 (Freedom of Information), Clause F5 (Record Keeping and Monitoring), Clause G4 (TUPE and Re-Tendering), Clause G5 (IR35 (Intermediaries' Legislation) and HMRC Employment Status), Clause G6 (IR35 And HMRC Employment Status Indemnity), Clause H4 (Severance), Clause H10 (Non Solicitation and Offers of Employment) and Clause H12 (Law and Jurisdiction).

E1. Insurance

E1.1 The Contractor shall maintain insurance necessary to cover any liability arising under the Contract as set out in the contract particulars.

E1.2 The Contractor shall prior to the commencement date and on each anniversary of the commencement date and or upon request provide evidence that all premiums relating to such insurances have been paid.

E1.3 If the Contractor does not maintain the necessary insurances under the Contract the Council may insure against any risk in respect of the default and may charge the Contractor the cost of such insurance together with a reasonable administration charge.

E2. Indemnity and liability

E2.1 Neither party seeks to exclude or limit its liability for:

E2.1.1 death or personal injury caused by its negligence (but will not be liable for death or personal injury caused by the other party's negligence)

E2.1.2 fraudulent misrepresentation

E2.1.3 any other matter in respect of which, as a matter of law, liability cannot be excluded or limited

E2.2 Except as specifically provided, neither party shall in any event be liable to the other for any indirect or consequential loss (including loss of profit, loss of business opportunity, loss of business, loss of goodwill, loss of production and pure economic loss) however caused.

E2.3 Subject to clauses E2.1 and E2.2, the Contractor's liability to the Council under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the price which is paid or payable at the time that the liability arises.

E2.4 Subject to clauses E2.1 and E2.2, the Council's liability to the Contractor under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the price which is paid or payable at the time that the liability arises.

E2.5 The Contractor shall indemnify the Council in full without limit of liability for any direct loss of or damage to the real or personal property of the Council or any third party, including intellectual property rights, or injury claimed by any third party and against all liabilities awarded against or incurred by the Council (including legal expenses on an indemnity basis) arising from the Contractor's negligence, any defect or fault in the services or any act or omission of the Contractor in delivering the services.

F1. Intellectual property

F1.1 All intellectual property rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

F1.1.1 provided to the Contractor by the Council shall remain the property of the Council

F1.1.2 prepared by or for the Contractor specifically for the use, or intended use, in relation to the performance of the Contract shall belong to the Council subject to any exceptions set out in the contract particulars

F1.2 The Contractor shall obtain necessary approval before using any material, in relation to the performance of the Contract which is or may be subject to any third party intellectual property rights. The Contractor shall procure that the owner of the intellectual property rights grant to the Council a non-exclusive licence, or if the Contractor is itself a licensee of those rights, the Contractor shall grant to the Council an authorised sub-licence, to use, reproduce, and maintain the intellectual property rights. Such licence or sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign to other Councils, the replacement Contractor or to any other third party providing services to the Council, and shall be granted at no cost to the Council.

F1.3 It is a condition of the Contract that the Services will not infringe any intellectual property rights of any third party and the Contractor shall during and after the contract period on written demand indemnify and keep indemnified without limitation the Council against all liabilities which the Council may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim relates to the act or omission of the Council.

F1.4 At the termination of the Contract the Contractor shall at the request of the Council immediately return to the Council all materials, work or records held in relation to the services, including any back-up media.

F2. Confidentiality and publicity

F2.1 Any documents provided by the Council and information which the Contractor may acquire as a result of the Contract shall to the extent that they are not in the public domain or required to be disclosed by operation of law remain confidential to the Council and shall not be disclosed disposed of or used for any purpose without prior written consent from the Council.

F2.2 All Confidential Information provided by the Council to the Contractor shall be returned to the Council at the end of the Contract.

F2.3 Without prejudice to the Council's obligations under the Freedom of Information Act 2000 or Environmental Information Regulations 2004, neither party shall make any press announcements or publicise the Contract or any part thereof in any way, except with the written consent of the other party (such consent not to be unreasonably withheld or delayed).

F2.4 Both parties shall take all reasonable steps to ensure the observance of the provisions of this clause by all of their servants, employees, sub-contractors, agents, professional advisors and consultants.

F3. Data protection

F3.1 The Contractor shall (and shall procure that any of its staff, sub-contractors, agents and/or servants involved in the provision of the Services) comply with any requirements under the Data Protection Legislation.

F4. Freedom of information

F4.1 The Council is subject to the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 ("the Acts"). As part of the Council's duties under the Acts, it may be required to disclose information forming part of the Contract to anyone who makes a reasonable request. The Council has absolute discretion to apply or not to apply any exemptions under the Acts.

F4.2 The Contractor shall assist and cooperate with the Council (at the Contractor's expense) to enable the Council to comply with the information disclosure requirements under the Acts and in so doing will comply with any timescale notified to it by the Council.

F5. Record keeping and monitoring

F5.1 In order to assist the Council in its record keeping and monitoring requirements including auditing and National Audit Office requirements, the Contractor shall keep and maintain for six years (or such longer time period required in accordance with any specific legislation) after the Contract has been completed, full and accurate records of the Contract including the services supplied under it, all expenditure reimbursed by the Council, and all payments made by the Council. The Contractor shall on request allow the Council or the Council's representatives such access to (and copies of) those records as may be required by the Council in connection with the Contract.

F5.2 The Contractor will at its own cost, provide any information that may be required by the Council to comply with the Council's procedures for monitoring of the Contract.

G1. Health and safety

G1.1 The Contractor shall comply with all health and safety legislation in force and all health and safety policies of the Council.

G2. Corporate requirements

G2.1 The Contractor shall comply with all obligations under the Human Rights Act (HRA) 1998.

G2.2 The Contractor shall comply with all Council policies and rules, such as, but not limited to:

G2.2.1 equality and diversity policies

G2.2.2 sustainability

G2.2.3 information security rules

G2.2.4 whistleblowing and confidential reporting policies

G2.2.5 all site rules relevant to the fulfilment of the Contractor's obligations in the performance of the services

G2.3 The Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether age, race, gender, religion, disability, sexual orientation or otherwise) in employment.

G2.4 The Contractor shall comply with all relevant legislation relating to its staff however employed including (but not limited to) the compliance in law of the ability of the staff to work in the United Kingdom.

G2.5 If the Contractor has a finding against it relating to its obligations under clause G2.4 it will provide the Council with:

G2.5.1 details of the finding

G2.5.2 the steps the Contractor has taken to remedy the situation

G3. Law and change in the law

G3.1 The Contractor shall comply at all times with the Law in its performance of the Contract.

G3.2 On the occurrence of a change in law which has a direct effect upon the price the parties shall meet within 14 days of the Contractor notifying the Council of the change in law to consult and seek to agree the effect of the change in law and any change in the price as a result following the principle that this clause is not intended to create an artificial cushion from market forces for the Contractor. If the parties, within 14 days of this meeting, have not agreed the occurrence or the impact of the change in law, either party may refer the matter to dispute resolution in accordance with clause D3 (Dispute Resolution Procedure).

G3.3 Any agreed additional sums payable as a result of the operation of clause G3.2 shall be included in the price.

G3.4 For the avoidance of doubt nothing in this Contract is intended to allow the Contractor double recovery of any increase in costs.

G4. Transfer of Undertakings (Protection of Employment) (TUPE) and re-tendering

G4.1 In the event of expiry or termination of this Contract or whenever reasonably requested by the Council in preparation for tendering arrangements the Contractor will provide the Council with such assistance as the Council may require and provide at no cost to the Council any information the Council (whether on its own account or on behalf of any potential or confirmed replacement Contractor) may request in relation to the employees including but not limited to, providing employee liability information as required under Regulation 11 of TUPE 2006.

G4.2 The Contractor authorises the Council to pass any information supplied to any replacement contractor or potential replacement contractor and the Contractor will secure all necessary consents from relevant employees in order to do this.

G4.3 The Contractor will keep the Council and any replacement contractor indemnified in full against all liabilities arising directly or indirectly in connection with any breach of this clause or inaccuracies in or omissions from the information provided.

G5. IR35 (Intermediaries' Legislation) and HMRC Employment Status

G5.1 The Contractor acknowledges and accepts that the Council must comply with the statutory provisions set out in Chapter 8 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and the Social Security Contributions (Intermediaries) Regulations 2000 (as amended, consolidated and re-enacted from time to time) in circumstances where the Contractor is deemed to be an intermediary for the purposes of the IR35 Intermediaries' Legislation or where HMRC would deem there to be an employment relationship for tax purposes only ("HMRC Deemed Employment Status").

G5.2 The Contractor will comply and co-operate with the employment status check that the Council will undertake to determine the Contractor's status under IR35 - HMRC Deemed Employment Status.

G5.2 The Contractor accepts and warrants that the Council in its sole discretion shall determine whether the engagement of the Contractor shall trigger:

G5.2.1 the application of the IR35 Intermediaries Legislation

G5.2.2 there shall be a HMRC Deemed Employment Status

G5.3 The Council may, where necessary, seek advice from HMRC in order to inform the determination.

G5.4 Where the Council determines that the IR35 legislation or HMRC Deemed Employment Status applies to the Contract, based on the information in the declaration, the Council shall inform the Contractor, in writing, and all payments to the Contractor shall be paid through the Relevant Payroll System, ensuring that tax and National Insurance contributions are deducted before the Contractor is paid.

G5.5 Where the Council determines that the IR35 Intermediaries' Legislation or HMRC Deemed Employment Status shall not apply, based on the information in the declaration, the Contractor shall be paid in accordance with Clause G6 (IR35 and HMRC Employment Status Indemnity) of these standard terms and conditions.

G5.6 The Contractor shall notify the Council of any changes to the information contained in the declaration which may affect the determination as to whether the IR35 Intermediaries' Legislation or HMRC Deemed Employment Status applies. The Council shall nevertheless have the right to re-assess if the Contractor falls within IR35 legislation or HMRC Deemed Employment Status at any point throughout the contract period, and the Council's determination will be binding on all parties.

G5.7 The Council shall be the sole decision maker as to whether the IR35 Intermediaries' Legislation or HMRC Deemed Employment Status applies to the Contract. If the Contractor contests the IR35 Intermediaries' Legislation or HMRC Deemed Employment Status applies they may seek to reclaim tax and national insurance deducted directly from HMRC and will have no contractual rights to challenge the Council on the deductions made.

G6. IR35 and HMRC Employment Status Indemnity

G6.1 The Contractor shall indemnify the Council against all liabilities (including associated costs and expenses) and losses to the Council, arising directly or indirectly from the application of the IR35 Intermediaries Legislation or HMRC Deemed Employment Status in connection with their engagement with the Council including, but not limited to, all liabilities and losses so arising as a result of the Contractor providing incorrect or misleading information, whether innocently or not, which informs, or informed, the Council's determination as to whether IR35 Intermediaries' Legislation applies or HMRC Deemed Employment Status applies.

G6.2 The Contractor undertakes to pay on demand to the Council, such amounts as then owing to the Council, arising from their engagement pursuant to Clause G5 of these standard terms and conditions, and shall immediately thereafter seek to reimburse the Council for such liabilities and losses as then incurred by the Council.

H1. Contract variation

H1.1 Subject to clause H1.2, no variation or modification to the Contract is valid unless it is in writing and signed by the Council and the Contractor.

H1.2 The Council shall be entitled to issue to the Contractor in writing or, in case of urgency orally (provided the Council confirms oral instructions in writing as soon as it is practicable), variation orders requiring the addition, suspension, reduction or cessation of provision of any services and the provision of emergency services in accordance with revised delivery instructions. The Contractor shall charge for the impact of the variation order in accordance with the rates and prices used to calculate the price.

H2. Third party rights

H2.1 This Contract is enforceable by the original parties to it, by their successors in title and permitted assignees. Any rights of any person to enforce the terms of this Contract pursuant to The Contracts (Rights of Third Parties) Act 1999 are excluded.

H3. No waiver

H3.1 Failure by either party at any time to enforce any one or more of the provisions of this Contract or to require performance by the other party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Contract nor affect the validity of the Contract or any part of it or the right of the parties to enforce any provision in accordance with its terms.

H3.2 No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause A3.

H4. Severance

H4.1 If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

H5. Assignment, sub-contracting and responsibility

H5.1 Subject to any express provision of this Contract, the Contractor shall not without the prior written consent of the Council, assign all or any benefit, right or interest under this Contract or sub-contract the provision of the services.

H5.2 The Council shall be entitled to:

H5.2.1 assign, novate or otherwise dispose of its rights and obligations under this Contract, in whole or in part, to any contracting authority (as defined in section 2 of the PA 2023) without the prior consent of the Contractor

H5.2.2 transfer, assign or novate its rights and obligations where required by law

H5.3 The Contractor shall remain responsible and liable for the acts and omissions of any other members of a consortium arrangement, sub-contractors, servant, agent and employee as though they were its own.

H5.4 Subject to clause H5.1 where the Contractor enters into a Sub-Contract, the Contractor shall include in that Sub-Contract

H5.4.1 provisions having the same effect as clauses C1.3 to C1.5 of this Contract

H5.4.2 a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clauses C1.3 to C1.5 of this Contract

H6. Force majeure

H6.1 Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from force majeure.

H6.2 If the Council or the delivery location is affected by circumstance of force majeure, the Council shall be entitled to, totally or partially, suspend the date or dates for delivery of the services until the circumstances of the force majeure have ceased. The suspension shall not give rise to any claim by the Contractor against the Council nor entitle the Contractor to terminate the Contract.

H6.3 Industrial action by, or illness or shortage of the Contractor's staff, agents or subcontractors, failure or delay by any of the Contractor's suppliers to supply goods, components, services or materials and breach of the Contractor's warranties under clause B6 (Warranty) shall not be regarded as an event of force majeure.

H6.4 If the event of force majeure continues for more than two months either party may give written notice to the other to terminate the Contract immediately or on a set termination date.

H6.5 If the Contract is terminated in accordance with clause H6.4 neither party will have any liability to the other except that any rights and liabilities which accrued prior to termination will continue to exist.

H7. Inducements

H7.1 The Contractor shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council any gift or consideration of any kind as an inducement or reward for doing, any act in relation to the obtaining or execution of the Contract or any other contract with the Council, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. The attention of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

H7.2 The Contractor warrants that it has not paid commission nor agreed to pay any commission to any employee or representative of the Council by the Contractor or on the Contractor's behalf.

H7.3 Where the Contractor engages in conduct prohibited by clauses H7.1 and H7.2 in relation to this or any other contract with the Council, the Council has the right to:

H7.3.1 terminate the Contract and recover from the Contractor the amount of any loss suffered by the Council resulting from the termination, including the cost reasonably incurred by the Council of making other arrangements for the provision of the Services and any additional expenditure incurred by the Council throughout the remainder of the Contract Period

H7.3.2 recover in full from the Contractor any other loss sustained by the Council in consequence of any breach of this clause whether or not the Contract has been terminated

H8. Costs and expenses

H8.1 Each of the parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Contract.

H9. No agency or partnership

H9.1 Nothing contained in this Contract, and no action taken by the parties pursuant to this Contract, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party's behalf.

H10. Non solicitation and offers of employment

H10.1 The Contractor agrees that it will not, without the prior written consent of the Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise during the contract period or for a period of 12 months following termination of this Contract:

H10.1.1 solicit or entice, or endeavour to solicit or entice, away from the Council, any person directly related to the services employed in a senior capacity in a managerial, supervisory, technical, sales or administrative capacity by, or who is or was a consultant to, the Council at the date of the termination of this Contract or at any time during the period of one month immediately preceding the date of termination

H10.1.2 attempt, or knowingly assist or procure any other person to do the above

H11. Inspection of contractor's premises

H11.1 The Contractor shall permit the Council to make any inspections or tests which may reasonably be required in respect of the Contractor's premises in relation to the Contract.

H12. Law and jurisdiction

H12.1 This Contract shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.