Standard terms and conditions of contract for the purchase of services

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.